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What changed in Emerald Holding, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Emerald Holding, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+339 added−365 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-14)

Top changes in Emerald Holding, Inc.'s 2025 10-K

339 paragraphs added · 365 removed · 277 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

49 edited+15 added−21 removed27 unchanged
Biggest changeIn conjunction with the investment agreement with Onex Partners V, we announced a rights offering to holders of our outstanding common stock of one non-transferable subscription right for each share of our common stock held, with each right entitling the holder to purchase one share of redeemable convertible preferred stock at the Series A Price per Share, backstopped by Onex Partners V (the “Onex Backstop”).
Biggest changeOn June 10, 2020, we entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP, pursuant to which we agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of redeemable convertible preferred stock for a purchase price of $5.60 per share and (ii) effect a rights offering (“Rights Offering”) to holders of our outstanding common stock of one non-transferable subscription right for each share of our common stock held, with each right entitling the holder to purchase one share of redeemable convertible preferred stock at the Series A Price per share.
We categorize our diversified portfolio of events according to seven industry verticals: Design, Renovation & Construction Our Design, Renovation & Construction vertical is targeted toward commercial-scale design and construction, with buyers and sellers frequently transacting in high unit counts for uses in projects such as hotels and senior living facilities.
We categorize our diversified portfolio of events according to seven industry verticals: Design & Construction Our Design & Construction vertical is targeted toward commercial-scale design, renovation and construction, with buyers and sellers frequently transacting in high unit counts for uses in projects such as hotels and senior living facilities.
Revenue in this segment is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. Our attendees use our shows for a variety of reasons, most notably to fulfill procurement needs, source new suppliers and reconnect with existing suppliers, identify trends, learn about new products and network with industry peers.
Revenue in this segment is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. 3 Our attendees use our shows for a variety of reasons, most notably to fulfill procurement needs, source new suppliers and reconnect with existing suppliers, identify trends, learn about new products and network with industry peers.
These initiatives reflect Emerald’s dedication to supporting the physical, emotional, and financial well-being of our employees while fostering a culture of growth, collaboration, and opportunity, grounded in inclusive, skills-driven talent practices. At Emerald, empowering employees to develop their talents, advance their careers, and achieve their goals is a top priority.
These initiatives reflect Emerald’s dedication to supporting the physical, emotional, and financial well-being of our employees while fostering a culture of growth, collaboration, and opportunity, grounded in inclusive, skills-driven talent practices. 7 At Emerald, empowering employees to develop their talents, advance their careers, and achieve their goals is a top priority.
We offer a variety of professional and personal development opportunities through multiple modalities, including live coaching, online learning systems, and formal sales training. Additionally, we recognize and celebrate employee achievements through initiatives like our annual Sales Club and awards programs, which highlight outstanding contributions across the organization.
We offer a variety of professional and personal development opportunities through multiple modalities, including live coaching, online learning systems, and formal sales training. Additionally, we recognize and celebrate employee achievements through initiatives like our annual President’s Club and awards programs, which highlight outstanding contributions across the organization.
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only. 10
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only. 9
Events produced in this category include: ☐ ASD Market Week (“ASD”) ☐ NY NOW ☐ International Gift Exposition in the Smokies (“IGES”) Technology, Advertising & Marketing Our Technology, Advertising & Marketing vertical is a market-leading portfolio of events and resources dedicated to advertising and harnessing the power of next-generation digital media and marketing technology.
Events produced in this category include: ☐ ASD Market Week (“ASD”) ☐ International Gift Exposition in the Smokies (“IGES”) Technology, Advertising & Marketing Our Technology, Advertising & Marketing vertical is a market-leading portfolio of events and resources dedicated to advertising and harnessing the power of next-generation digital media and marketing technology.
Specifically, in 2024, we permanently discontinued 28 events totaling $21.2 million in historic run rate revenue. $18.2 million of this historic run rate revenue related to events that did not stage in 2024 but did stage in 2023, and $3.0 million is related to events that did stage in 2024, but which Emerald decided not to stage in 2025.
In addition, in 2024, we permanently discontinued 28 events totaling $21.2 million in historic run rate revenue. $18.2 million of this historic run rate revenue related to events that did not stage in 2024 but did stage in 2023, and $3.0 million is related to events that did stage in 2024, but which Emerald decided not to stage in 2025.
Through these invaluable connections and content, Emerald unites a vast global network of buyers and suppliers, offering unparalleled access to one of the world’s most extensive selections of merchandise.
Through these invaluable connections and content, Emerald unites a global network of buyers and suppliers, offering access to one of the world’s most extensive selections of merchandise.
Emerald’s corporate culture and benefits offerings are also designed to meet the wide range of needs of our workforce, including: • Flexible work hours, a hybrid work structure allowing flexibility to work from home and paid time off to empower employees to perform at their best; • A highly competitive benefits package that includes domestic partner coverage and a variety of medical, dental, and vision plans, with Emerald covering the majority of medical premiums to ensure affordability and access to quality care; • Financial wellness opportunities, such as 401(k) plans with an employer match and participation in an Employee Stock Ownership Plan; • Opportunities for community impact through the Emerald Annual Volunteer Program; • Professional development resources, including sales training programs, on-the-job learning opportunities, and career growth support; • A rotational associate program designed to recruit and develop entry-level talent, providing hands-on experience across different functions and building future leaders; • A commitment to skills-based hiring, prioritizing candidates' experience, capabilities, and potential over traditional degree requirements, ensuring opportunities for qualified talent with more varied backgrounds, skills, and experiences; • A Toastmasters program to help employees build public speaking and leadership skills; • An Employee Resource Group (ERG) to support caregivers, providing resources and a community to help balance work and caregiving responsibilities; • A yearlong wellness program led by a mindfulness coach to promote overall well-being; and • A manager effectiveness program to enhance leadership capabilities across the organization.
Emerald’s corporate culture and benefits offerings are also designed to meet the wide range of needs of our workforce, including: • A hybrid work structure allowing flexibility to work from home and paid time off to empower employees to perform at their best; • A highly competitive benefits package that includes domestic partner coverage and a variety of medical, dental, and vision plans, with Emerald covering the majority of medical premiums to ensure affordability and access to quality care; • Financial wellness opportunities, such as 401(k) plans with an employer match and participation in an Employee Stock Purchase Plan; • Opportunities for community impact through the Emerald Annual Volunteer Program; • Professional development resources, including sales training programs, on-the-job learning opportunities, and career growth support; • A rotational associate program designed to recruit and develop entry-level talent, providing hands-on experience across different functions and building future leaders; • A commitment to skills-based hiring, prioritizing candidates' experience, capabilities, and potential over traditional degree requirements, ensuring opportunities for qualified talent with more varied backgrounds, skills, and experiences; • A Toastmasters program to help employees build public speaking and leadership skills; • An Employee Resource Group (ERG) to support caregivers, providing resources and a community to help balance work and caregiving responsibilities; and • A manager effectiveness program to enhance leadership capabilities across the organization.
Examples of our events produced in this category include: ☐ Couture ☐ JA New York ☐ Las Vegas Antique Jewelry & Watch Show ☐ The Original Miami Beach Antique Show (“OMBAS”) Sports & Outdoor Our Sports & Outdoor vertical includes industry-leading wholesale and consumer events with globally recognizable brands, highlighting the latest products and innovations and attracting a diverse audience.
Examples of our events produced in this category include: ☐ Couture ☐ This is Beyond events ☐ Las Vegas Antique Jewelry & Watch Show ☐ The Original Miami Beach Antique Show (“OMBAS”) Sports & Outdoor Our Sports & Outdoor vertical includes industry-leading wholesale and consumer events with globally recognizable brands, highlighting the latest products and innovations and attracting a diverse audience.
Revenue in this segment consists of subscription revenue, implementation fees and professional services. 6 Reportable Segments As described in Note 1, Description of Business and Summary of Significant Accounting Policies , and Note 18, Segment Information , in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K, our business is organized into one reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”).
Reportable Segments As described in Note 1, Description of Business and Summary of Significant Accounting Policies , and Note 18, Segment Information , in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K, our business is organized into one reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”).
The aggregate limit for our renewed 2025 primary event cancellation insurance policy is $100.0 million. We have also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2025 and Surf Expo Summer 2025 shows, with a coverage limit of approximately $8.3 million and $7.8 million, respectively.
The aggregate limit for our renewed 2026 primary event cancellation insurance policy is $100.0 million. We have also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2026 and Surf Expo Summer 2026 shows, with a coverage limit of approximately $9.1 million and $8.4 million, respectively.
Our management team principally works from our New York City headquarters (72 employees) and our Southern California corporate offices (51 employees), with members of our sales team located throughout the United States. As of December 31, 2024, our senior management team was 56% female and our overall employee population was 62% female.
Our management team principally works from our New York City headquarters (62 employees) and our Southern California corporate offices (41 employees), with members of our sales team located throughout the United States. As of December 31, 2025, our senior management team was 50% female, and our overall employee population was 60% female.
Examples of our events produced in this category include: ☐ Sports Licensing and Tailgate Show ☐ Surf Expo ☐ Overland Expo ☐ Glamping Show Americas ☐ Collective Shows Content Our Content division consists of B2B print publications and digital media products that complement our existing trade show properties.
Examples of our events produced in this category include: ☐ Sports Licensing and Tailgate Show ☐ Surf Expo ☐ Overland Expo ☐ Glamping Show Americas ☐ Collective Shows ☐ Outdoor Retailer (“OR”) Content Our Content division consists of B2B digital media platforms and print publications that complement and extend the value of our existing trade show properties.
Elastic Suite has dedicated a number of resources related to print savings. This includes creating a B2B Print Elimination Whitepaper and partnering with the Environmental Paper Network to develop a tool that estimates the global environmental impact of eliminating printed B2B sales catalogs; and • Several shows creating networking events for women and speaker forums for those with varied backgrounds.
This includes creating a B2B Print Elimination Whitepaper 8 and partnering with the Environmental Paper Network to develop a tool that estimates the global environmental impact of eliminating printed B2B sales catalogs; and • Several shows creating networking events for women and speaker forums for those with varied backgrounds.
Insurtech produces live events and webinars for the insurance technology community. 3 To optimize the long-term organic growth and margin trajectory of our business, we conducted a thorough review in 2024 of our entire event catalog. As a result of this review, we decided to accelerate portfolio optimization activities by pruning several smaller and unprofitable events.
To optimize the long-term organic growth and margin trajectory of our business, we conducted a thorough review in 2024 of our entire event catalog. As a result of this review, we decided to accelerate portfolio optimization activities by pruning several smaller and unprofitable events.
Products and Services Emerald goes to market across three distinct business lines, Connections, Content and Commerce. Each provides a distinct portfolio of products and services that are integral to Emerald’s growth and profitability. Connections Our Connections division consists of our collection of leading B2B events spanning trade shows, conferences, B2C showcases and a scaled hosted buyer platform.
Products and Services Emerald goes to market across three distinct business lines, Connections, Content and Commerce. Each provides a distinct portfolio of products and services that are integral to Emerald’s growth and profitability. Connections Our Connections division consists of our collection of leading B2B events spanning trade shows, expos, conferences and executive peer networking events, as well as B2C showcases.
The growing group of business sectors served includes advertising, automotive, intelligent traceability technology, business technology integration, communications, ecommerce, connected home technology, and more.
The growing group of business sectors served includes advertising, intelligent traceability technology, business technology integration, communications, cryptocurrency, e-commerce, connected home technology, and more.
Examples of our events produced in this category include: ☐ Boutique Design ☐ Hospitality Design Expo (“HD Expo”) ☐ Environments for Aging Expo & Conference (“EFA”) ☐ ICFF (previously International Contemporary Furniture Fair) ☐ Healthcare Design Expo & Conference (“HCD”) ☐ Kitchen & Bath Industry Show (“KBIS”) ☐ EDspaces ☐ Connecting Point Marketing Group hosted buyer events 4 Food Our Food vertical brings together retailers, restaurateurs, and suppliers across specialty food categories, including the fast-growing pizza and plant-based food categories, with International Pizza Expo being one of the largest events serving this popular sector.
Examples of our events produced in this category include: ☐ Boutique Design ☐ Hospitality Design Expo (“HD Expo”) ☐ Environments for Aging Expo & Conference (“EFA”) ☐ ICFF (previously International Contemporary Furniture Fair) ☐ Healthcare Design Expo & Conference (“HCD”) ☐ Kitchen & Bath Industry Show (“KBIS”) ☐ EDspaces ☐ Connecting Point Marketing Group and Hotel Interactive executive peer networking events Food & Pharma Our Food & Pharma vertical brings together retailers, restaurateurs, and suppliers across key food categories, including the pizza segment, with International Pizza Expo representing one of the largest events serving this sector.
Examples of our events produced in this category include: ☐ International Pizza Expo ☐ Plant Based World ☐ Pizza Expo Columbus Home, Gift & General Merchandise Our Home, Gift & General Merchandise vertical connects product manufacturers and retailers through premiere events and insightful content for the market’s most on-trend consumer products and merchandise.
Examples of our events produced in this category include: ☐ International Pizza Expo ☐ Generis Group Food & Pharma executive peer networking events ☐ Pizza Expo Columbus ☐ Medtrade Home & Gift Our Home & Gift vertical connects product manufacturers and retailers through premiere events and insightful content for the market’s most on-trend consumer products and merchandise.
These events typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Our Content division consists of B2B print publications and digital media products that complement our existing trade show properties.
These events typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Our Content division comprises a portfolio of B2B digital media platforms and print publications that extend the value of our trade show properties through year-round engagement.
Revenue in this segment primarily consists of advertising sales for industry publications and digital products. Commerce Our Commerce division largely offers software-as-a-service technology that enables year-round B2B buying and selling through our Elastic Suite and Bulletin platforms for use by Emerald’s customers, regardless of location.
Revenue in this segment primarily consists of advertising sales and lead generation services across print and digital products. 5 Commerce Our Commerce division primarily offers software-as-a-service technology that enables year-round B2B buying and selling through our Elastic platform, supported by additional digital commerce solutions, for use by Emerald’s customers regardless of location.
Our History In June 2013, certain investment funds managed by an affiliate of Onex Corporation (such funds, collectively with Onex Partners V LP, “Onex”) acquired our business from an affiliate of Nielsen Holdings N.V. (the “Onex Acquisition”).
Our History In June 2013, certain investment funds managed by an affiliate of Onex Corporation (such funds, collectively with Onex Partners V LP, “Onex”) acquired our business from an affiliate of Nielsen Holdings N.V. (the “Onex Acquisition”). We have since focused on expanding our portfolio of leading events organically, complemented by an increased focus on acquisitions.
Leveraging our shows as key market-driven platforms, we integrate live events, media content, industry insights, digital tools, data-focused solutions and e-commerce platforms into three complementary business lines – Connections, Content and Commerce. Our Connections division consists of a collection of leading B2B events spanning trade shows, conferences, B2C showcases and a scaled hosted buyer platform.
Leveraging our shows as key market-driven platforms, we integrate live events, media content, industry insights, digital tools, data-focused solutions and e-commerce platforms into three complementary business lines – Connections, Content and Commerce. Our Connections division comprises a portfolio of leading B2B events spanning trade shows, expos, conferences, and executive peer networking events, as well as business-to-consumer, or “B2C”, showcases.
On March 13, 2025, we entered into an agreement to acquire This is Beyond Limited (“This is Beyond”) to expand our offerings into the luxury and travel sectors, and to continue to expand our global footprint. This is Beyond produces invitation-only trade events for the entertainment travel industry.
Insurtech produces live events and webinars for the insurance technology community. On May 2, 2025, we acquired This is Beyond Limited (“This is Beyond”) to expand our offerings into the luxury and travel sectors, and to continue to expand our global footprint. This is Beyond produces invitation-only trade events for the entertainment travel industry.
On May 2, 2024 (the “Conversion Date”), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date, in accordance with the terms of the conversion feature as described in more detail below.
As a result of the Rights Offering, we issued 1,727,427 shares of redeemable convertible preferred stock in exchange for $9.7 million. 2 On May 2, 2024 (the “Conversion Date”), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date, in accordance with the terms of the conversion feature.
Our future depends on our ability to attract, retain, and inspire a talented workforce, ensuring we remain competitive and innovative in everything we do. 7 As of December 31, 2024, we had 697 full-time employees.
Human Capital Resources At Emerald, our employees are the cornerstone of our growth and success. Our future depends on our ability to attract, retain, and inspire a talented workforce, ensuring we remain competitive and innovative in everything we do. As of December 31, 2025, we had 821 full-time employees.
Seasonality As is typical for the trade show industry, our business has historically been seasonal, with revenue recognized from shows typically reaching its highest level during the first and fourth quarters of each calendar year, entirely due to the timing of our live events.
Seasonality As is typical for the trade show industry, our business has historically been seasonal, with revenue recognized from shows typically reaching its highest level during the first and fourth quarters of each calendar year, entirely due to the timing of our live events. 6 Intellectual Property Our intellectual property and proprietary rights are important to our business and we strategically and proactively develop our portfolio by registering our trademarks and rely primarily on trademark laws to protect our rights.
The data we generate also creates efficiencies within Emerald’s sales efforts by enabling cross-selling of events, content, and e-commerce opportunities, contributing to lower sales costs and higher margins.
The data we generate also supports more efficient sales execution by enabling targeted cross-selling of events, content, and e-commerce solutions, contributing to lower sales costs and higher margins.
We continue to develop products and processes based on our first-party data assets to enhance the customer experience, by providing actionable insights and measurable results through metrics such as content impressions, lead capture rates, conversion rates and transaction value per customer.
We continue to develop products and processes that leverage these first-party data assets to enhance the customer experience, optimize business operations and deliver actionable insights supported by measurable performance metrics, including content impressions, lead capture rates, conversion rates and transaction value per customer.
All of our insurance policies are with third-party carriers and syndicates with financial ratings of A- or better. We believe the premiums, deductibles, coverage limits and scope of coverage under such policies are reasonable and appropriate for our business.
We believe the premiums, deductibles, coverage limits and scope of coverage under such policies are reasonable and appropriate for our business.
In addition to company-wide initiatives, many of our trade shows sponsor environmental, social and governance-related initiatives, such as: • Overland Expo’s fund raising partnership with the Overland Expo Foundation, a not for profit 501(c)(3) that funds organizations and individuals who help protect and advance the overland community; • Elastic Suite and Surf Expo’s commitment to B2B print elimination programs.
In addition to company-wide initiatives, many of our trade shows sponsor environmental, social and governance-related initiatives, such as: • Overland Expo’s fund raising partnership with the Overland Expo Foundation, a not for profit 501(c)(3) that funds organizations and individuals who help protect and advance the overland community; • CPMG events’ community giving initiatives, including event-led fundraising, attendee contributions, and Company matching donations, resulted in thousands of individual contributions that helped provide meals for children and meaningful support for nonprofit organizations across the United States, including those serving families facing hardship and individuals impacted by Alzheimer’s disease; • Elastic Suite and Surf Expo’s commitment to B2B print elimination programs.
Emerald is committed to sound corporate governance and effective leadership practices to ensure that the Company delivers the best results for its stakeholders.
Emerald is committed to sound corporate governance and effective leadership practices to ensure that the Company delivers the best results for its stakeholders. We believe that the composition and professional background of our board and our executive leadership team are well-balanced and position the Company for long term growth.
As of December 31, 2024, Onex beneficially owned 184,520,200 shares of our common stock, representing approximately 91.6% of our outstanding common stock. In 2024 and 2025, we made several acquisitions in furtherance of our portfolio optimization strategy: On January 19, 2024, we acquired all of the assets of Hotel Interactive (“HI”) to enhance our hosted buyer platform.
As of December 31, 2025, Onex beneficially owned 184,520,200 shares of our common stock, representing approximately 93.3% of our outstanding common stock. In 2025, we made several acquisitions in furtherance of our portfolio optimization strategy: On March 13, 2025, we acquired Insurtech Insights Limited (“Insurtech”) to enhance our offerings in the insurance sector, and to further expand our global footprint.
Some examples of our events produced in this category include: ☐ Advertising Week (“AW”) ☐ Prosper ☐ Commercial Integrator ☐ RFID ☐ Total Tech Summit ☐ GRC World Forums ☐ CEDIA ☐ Blockchain Futurist Industrial Demonstrating leadership across established and emerging industries through collaborative B2B events and insightful forums.
Some examples of our events produced in this category include: 4 ☐ Advertising Week (“AW”) ☐ Prosper ☐ Commercial Integrator ☐ Insurtech Insights ☐ CEDIA ☐ Blockchain Futurist Industrial & Manufacturing Emerald’s Industrial & Manufacturing vertical serves a broad mix of established and emerging industries through B2B events and executive-level forums.
We believe that the composition and professional background of our board and our executive leadership team are well-balanced and position the Company for long term growth. 9 Insurance We maintain insurance policies to cover the principal risks associated with our business, including event cancellation, business interruption, workers’ compensation, directors’ and officers’ liability, cyber security, product liability, auto, property, and umbrella and excess liability insurance.
Insurance We maintain insurance policies to cover the principal risks associated with our business, including event cancellation, business interruption, workers’ compensation, directors’ and officers’ liability, cyber security, product liability, auto, property, and umbrella and excess liability insurance. All of our insurance policies are with third-party carriers and syndicates with financial ratings of A- or better.
This commitment and purpose fuels our innovation, drives our collaboration, and creates lasting value for our customers, employees, shareholders, and the communities in which we live, work, and do business. To that end, we are committed to minimizing our environmental impact with the goal of reducing the environmental footprint of our events.
Commitment to Corporate Sustainability and Governance Emerald is dedicated to advancing its Environmental, Social and Governance practices across the organization. This commitment and purpose fuels our innovation, drives our collaboration, and creates lasting value for our customers, employees, shareholders, and the communities in which we live, work, and do business.
The KBIS license runs through 2043 and the CEDIA Expo license continues in perpetuity. See “Risk Factors—Risks Related to our Intellectual Property and Information Technology” for further discussion relating to our trademarks. Human Capital Resources At Emerald, our employees are the cornerstone of our growth and success.
We do not own, but have a license to use, certain trademarks belonging to industry associations in connection with our KBIS and CEDIA Expo events. The KBIS license runs through 2043 and the CEDIA Expo license continues in perpetuity. See “Risk Factors—Risks Related to our Intellectual Property and Information Technology” for further discussion relating to our trademarks.
Our efforts to provide customers with a clearer picture of the return on investment they receive from Emerald’s events help incentivize customers to deploy more marketing dollars with Emerald, ultimately driving higher revenue per customer.
This data enables us to better understand customer behavior and preferences, inform product development and engagement strategies, and provide customers with greater transparency into the return on investment they receive from Emerald’s events. These insights help incentivize customers to deploy more marketing dollars with Emerald, ultimately driving higher revenue per customer.
These efforts are designed to support growth, skill-building, and long-term success while fostering a culture of recognition and appreciation. 8 Emerald is not involved in any material disputes with our employees and we believe that relations with our employees are good. None of our employees are subject to collective bargaining agreements with unions.
Emerald is not involved in any material disputes with our employees and we believe that relations with our employees are good. None of our employees are subject to collective bargaining agreements with unions. However, some facilities where we hold our trade shows require our decorators to use unionized labor.
Examples of our events produced in this category include: ☐ Fastener ☐ MJBiz ☐ Modern Day Marine ☐ Security Sales & Integration ☐ Medtrade ☐ Wedding & Portrait Photographers International 5 Luxury Our Luxury vertical provides dynamic and profitable marketplaces that emulate the highest level of artistic expression and showcase the most exceptional curation of upscale, luxury and designer products.
Examples of our events produced in this category include: ☐ Fastener ☐ MJBiz ☐ Modern Day Marine ☐ Security Sales & Integration ☐ Generis Group Industrial & Manufacturing executive peer networking events ☐ Wedding & Portrait Photographers International Luxury Our Luxury vertical delivers highly curated, premium marketplaces and experiences that reflect the highest levels of creativity, craftsmanship, and design.
We believe these platforms accelerate Emerald’s strategy to provide 365-day-per-year engagement for our customer base, by expanding our digital commerce capabilities and providing our customers with transactional functionality. Elastic Suite is integrated with leading manufacturers and retailers across numerous industries, most notably in the outdoor, home appliance and electronics, surf, cycling, footwear and sporting goods verticals.
We believe these capabilities support Emerald’s strategy to extend customer engagement beyond live events by enabling continuous, transaction-enabled interaction throughout the year. Elastic is integrated with manufacturers and retailers across multiple industries, including outdoor, home appliances and electronics, surf, cycling, footwear and sporting goods. Revenue for the Commerce division consists of subscription fees, implementation services, and professional services.
Our Commerce division offers B2B e-commerce and digital merchandising solutions, serving the needs of manufacturers and retailers through our Elastic Suite and Bulletin platforms, which create a digital year-round transactional platform for use by Emerald’s customers, regardless of location. We also generate a substantial amount of first-party data across our events, content, and e-commerce platforms.
Through our Elastic platform, complemented by additional digital commerce solutions, we enable year-round digital transactions, streamlined assortment and order management, and data-driven insights that enhance sell-through, improve operational efficiency, and support informed decision-making, regardless of location. We also generate a substantial amount of first-party data across our events, content, and e-commerce offerings through integrated digital platforms and customer interactions.
Emerald’s luxury market of events unites an elite community of renowned heritage brands, emerging design talent, the finest retailers and award-winning media from around the globe.
Including events from This is Beyond and its portfolio of high-end global gatherings, such as PURE Life Experiences and We Are Africa, Emerald’s luxury platform brings together an elite international community of renowned heritage brands, emerging design talent, leading retailers, and award-winning media.
These print and digital media products provide industry specific business news and information across multiple sectors, facilitating year-round customer contact, new customer generation and content marketing vehicles. Leveraging our industry-leading trade shows allows us to create unique and timely editorials in the sectors we serve.
These assets deliver industry-specific business news, analysis, education and insights across multiple sectors, facilitating year-round customer interaction and audience development. By leveraging the scale and reach of our trade shows, we produce timely and relevant editorial content that reflects market trends and business needs in the industries we serve.
In support of these efforts, Emerald has a committee, made up of employees from throughout the organization, to help Emerald build upon our existing programs and maintain best practices to foster belonging and an inclusive work environment. Emerald partners with the non-profit OneTen, which closes the opportunity gap for individuals without four-year degrees through skills-first hiring.
In support of these efforts, Emerald maintains an employee-led committee with representation from across the organization to build upon existing programs and promote best practices that foster belonging and an inclusive work environment. Emerald also engages with external organizations that support professional growth and collaboration across the exhibitions and events industry.
The rights offering was completed in July of 2020. We received net proceeds of approximately $9.7 million from this rights offering. Pursuant to the Onex Backstop, on August 13, 2020, an additional 22,660,587 shares of redeemable convertible preferred stock were sold to Onex in exchange for proceeds of approximately $121.3 million, net of fees and expenses of $5.6 million.
As a result of the Initial Private Placement and the Onex Backstop, we sold 69,718,919 shares of redeemable convertible preferred stock to Onex in exchange for $373.3 million, net of fees and expenses of $17.2 million.
Perhaps the most diverse group of industry sectors served by Emerald, our expertise across the industrial category is unmatched in both content and events. The growing range of business sectors includes photography, security, hospitality, home medical, US Military, fasteners, farming & agricultural supplies largely serving the cannabis industry, and more.
This diverse portfolio delivers deep expertise across both content and events, spanning categories that include photography, security, hospitality, the U.S. military, fasteners, and farming and agricultural supplies, including events and resources serving the cannabis industry.
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These print and digital media products provide industry specific business news and information across multiple sectors, facilitating year-round customer contact, new customer acquisition and content marketing vehicles.
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These assets deliver industry-specific news, insights, education and analysis across multiple sectors, while supporting first-party data generation, new customer acquisition, lead development and integrated content-driven marketing and monetization opportunities. Our Commerce division provides B2B e-commerce and digital merchandising solutions designed to support manufacturers and retailers across the wholesale ecosystem.
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We have since focused on expanding our portfolio of leading events organically, complemented by an increased focus on acquisitions. 2 In June 2020, we entered into an investment agreement with Onex Partners V LP (“Onex Partners V”), pursuant to which we agreed to issue to Onex Partners V, in a private placement transaction, 47,058,332 shares of our 7% Series A Convertible Participating Preferred Stock (the “redeemable convertible preferred stock”) for a purchase price of $5.60 per share (the “Series A Price per Share”), for which we received aggregate proceeds of approximately $252.0 million, net of fees and estimated expenses of $11.6 million.
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Onex agreed to purchase (the “Onex Backstop”) any and all redeemable convertible preferred stock not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share.
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On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock, including Onex-related entities, that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock.
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On August 8, 2025, we acquired Generis Global Partners Corp. (“Generis Global”) and Generis Global Partners Europe GmbH (“Generis Europe” and together with Generis Global, the “Generis Group”) to enhance our offerings in executive-level experiences and further expand our global footprint. The Generis Group is a Canada-based organizer of B2B executive summits, enabling high-impact peer-to-peer connections.
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The notice was triggered by the fact that the closing share price of the Company’s common stock on the NYSE had exceeded 175% of the conversion price for a period of 20 consecutive trading days ending with April 17, 2024.
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Specifically, in 2025, we permanently discontinued 26 events totaling $11.0 million in historic run rate revenue. $6.2 million of this historic run rate revenue related to events that did not stage in 2025 but did stage in 2024 and $4.8 million of this historic run rate revenue related to events that did stage in 2025, but which Emerald decided not to stage in 2026.
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HI produces live events with pre-scheduled appointments and connects decision-makers and suppliers in their respective markets. HI operates 15 events in the hospitality, food service and healthcare and senior living space. On May 7, 2024, we acquired all of the assets of the Blockchain Futurist Conference (“Futurist”) and its associated experiences.
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The vertical also includes food and pharmaceutical executive peer networks in the United States and Europe that convene senior leaders to connect and exchange ideas across these industries.
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On August 5, 2024, we acquired all of the assets of Glamping Americas (“Glamping Americas”) to expand our footprint in the outdoor industry, with a particular focus on a market that combines outdoor adventure with upscale accommodations. Glamping Americas produces the only glamping industry event in the Americas.
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The vertical also includes manufacturing-focused executive peer networks in the United States and Europe that convene senior leaders across automotive, supply chain, and aerospace and defense.
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On August 5, 2024, we acquired GRC World Forums (“GRC”) to enhance our offerings in the governance, risk management and compliance sectors and to expand our global footprint. GRC produces in-person events and livestream experiences in the governance, risk management and compliance business sectors.
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These events are defined by exceptional curation, meaningful connection, and strong media engagement at the top end of the luxury market.
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On January 8, 2025, we acquired all of the assets of Plant Based World (“Plant Based World”). Plant Based World produces live events for food service professionals, retailers, distributors, buyers, wholesalers and investors within the global food system.
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We continue to invest in product development to enhance digital engagement, expand content offerings and provide advertisers with effective, data-driven ways to reach targeted audiences.
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We expect to close the transaction during the second quarter of fiscal year 2025, subject to the satisfaction of customary closing conditions. On March 13, 2025, we acquired Insurtech Insights Limited (“Insurtech”) to enhance our offerings in the insurance sector, and to further expand our global footprint.
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Elastic provides digital merchandising, assortment presentation, order creation, and transaction capabilities that replace manual and print-based processes, improve operational efficiency, and enhance visibility into ordering activity and performance across the wholesale ecosystem. The platform is designed to support more effective sales planning, improved sell-through, and data-driven decision making across marketing, sales, customer success, and retail functions.
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We plan to continue to invest in product development to ensure our advertisers have new and effective ways to engage our audiences. We are also expanding our content portfolio to support audience acquisition across a wider array of sectors and constituencies served by our trade shows, conferences, and other events.
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President’s Club celebrates top-performing sales professionals through an annual destination trip, and team members from across Emerald also earn their place through the Emerald Recognition Awards by demonstrating our PLACE values — People, Leadership, Agility, Commitment, and Excellence . These efforts are designed to support growth, skill-building, and long-term success while fostering a culture of recognition and appreciation.
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Elastic Suite’s B2B platform bridges the gap between sellers’ order processing systems and allows brands to sell directly to their buyers using print-free digital product catalogs and merchandising technology, enabling brands to increase their efficiency, effectiveness, sustainability and profitability.
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To that end, we are committed to minimizing our environmental impact with the goal of reducing the environmental footprint of our events.
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Prior year disclosures below have been updated to reflect the new reportable segment structure described in Note 18, Segment Information .
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Equally important to Emerald is creating an employee experience that reflects our mission to spark innovation, foster meaningful connections and drive business growth, while reinforcing our values of respect, inclusion, and belonging.
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Intellectual Property Our intellectual property and proprietary rights are important to our business and we strategically and proactively develop our portfolio by registering our trademarks and rely primarily on trademark laws to protect our rights. We do not own, but have a license to use, certain trademarks belonging to industry associations in connection with our KBIS and CEDIA Expo.
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We believe our long-term success is directly linked to our ability to attract, develop and retain talented individuals from varying backgrounds and perspectives, and to create an environment where employees feel valued and supported. By welcoming varied viewpoints and experiences, we strengthen our culture and contribute to a more engaged, unified and collaborative workplace.
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Additionally, Emerald hosts a company-wide, in-person conference called ACE (Agility, Commitment, and Excellence), bringing team members from around the world together to reconnect face-to-face. ACE features presentations from top executives, breakout sessions focused on new business ventures and the company’s strategic roadmap, and concludes with an employee awards ceremony, where individuals are recognized by their peers as exemplary leaders.
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In 2025, Emerald became an International Member of Women in Exhibitions International, reflecting the Company’s ongoing engagement with industry groups focused on professional networking and knowledge sharing. Emerald partners with the non-profit OneTen, which works to close the opportunity gap for individuals without four-year degrees by advancing skills-first hiring and career mobility.
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However, some facilities where we hold our trade shows require our decorators to use unionized labor. Commitment to Corporate Sustainability and Governance Emerald is dedicated to advancing its Environmental, Social and Governance practices across the organization.
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Elastic Suite has dedicated a number of resources related to print savings.
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Equally important to Emerald is creating an employee experience that fosters the Company’s culture of respect and inclusion. Emerald knows its ultimate success is directly linked to its ability to identify and hire talented individuals from all backgrounds and perspectives, and we are committed to developing and fostering a culture of belonging and inclusion.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile we continue to develop an AI strategy for internal use, if we do not properly manage and track our AI use, this could result in reputational harm and legal liability resulting in financial cost and expense and adversely impact the public perception of our business or the effectiveness of our security or compliance measures.
Biggest changeIf we do not properly manage and track our AI use, or obtain sufficient rights to use data or other materials related to our use of AI, we could face ethical challenges, reputational harm and legal liability resulting in financial cost and expense and adversely impact the public perception of our business or the effectiveness of our security or compliance measures. 22 Risks Relating to Ownership of Our Securities The price of our common stock has fluctuated substantially from time to time and may continue to fluctuate substantially in the future.
Among other things, our amended and restated certificate of incorporation and amended and restated bylaws: • authorize the issuance of blank check preferred stock that our board of directors could issue in order to increase the number of outstanding shares and discourage a takeover attempt; • divide our board of directors into three classes with staggered three-year terms; • limit the ability of stockholders to remove directors to permit removals only “for cause” once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit our stockholders from calling a special meeting of stockholders once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit stockholder action by written consent once Onex ceases to own more than 50% of all our outstanding common stock, which will require that all stockholder actions be taken at a duly called meeting of our stockholders; • provide that our board of directors is expressly authorized to adopt, alter, or repeal our second amended and restated bylaws; • provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders; • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and 25 • require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation if Onex ceases to own more than 50% of all our outstanding common stock.
Among other things, our amended and restated certificate of incorporation and amended and restated bylaws: • authorize the issuance of blank check preferred stock that our board of directors could issue in order to increase the number of outstanding shares and discourage a takeover attempt; 24 • divide our board of directors into three classes with staggered three-year terms; • limit the ability of stockholders to remove directors to permit removals only “for cause” once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit our stockholders from calling a special meeting of stockholders once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit stockholder action by written consent once Onex ceases to own more than 50% of all our outstanding common stock, which will require that all stockholder actions be taken at a duly called meeting of our stockholders; • provide that our board of directors is expressly authorized to adopt, alter, or repeal our second amended and restated bylaws; • provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders; • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and • require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation if Onex ceases to own more than 50% of all our outstanding common stock.
Our efforts to adapt our trade shows, or to introduce new trade shows into our portfolio, in response to our perception of changing market trends, may not succeed, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. 13 We may face increased competition from existing trade show operators or new competitors.
Our efforts to adapt our trade shows, or to introduce new trade shows into our portfolio, in response to our perception of changing market trends, may not succeed, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. We may face increased competition from existing trade show operators or new competitors.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt.” Such laws and restrictions would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock. Item 1B. Unresolve d Staff Comments. None. 26
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt.” Such laws and restrictions would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock. Item 1B. Unresolve d Staff Comments. None.
The declaration and payment of dividends will be determined at the discretion of our board of directors, acting in compliance with applicable law and contractual restrictions. Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries.
The declaration and payment of dividends will be determined at the discretion of our board of directors, acting in compliance with applicable law and contractual restrictions. 25 Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries.
Also, we cannot predict the effect, if any, of future issuances or sales of our common stock on the market price of our common stock. Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving us. Two of our nine directors are affiliated with Onex.
Also, we cannot predict the effect, if any, of future issuances or sales of our common stock on the market price of our common stock. 23 Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving us. Two of our nine directors are affiliated with Onex.
Although we do not grow, sell or distribute cannabis products, and sale and distribution of cannabis products are not permitted at MJBiz-sponsored events, our connection with businesses that serve the cannabis industry could subject us to regulatory, financial, operational and reputational risks and challenges. 15 Under U.S. federal law, and more specifically the Controlled Substances Act (“CSA”), the cultivation, processing, distribution, sale, advertisement, and possession of cannabis are illegal, notwithstanding the legalization of sales for medicinal or adult recreational use in many individual states.
Although we do not grow, sell or distribute cannabis products, and sale and distribution of cannabis products are not permitted at MJBiz-sponsored events, our connection with businesses that serve the cannabis industry could subject us to regulatory, financial, operational and reputational risks and challenges. 14 Under U.S. federal law, and more specifically the Controlled Substances Act (“CSA”), the cultivation, processing, distribution, sale, advertisement, and possession of cannabis are illegal, notwithstanding the legalization of sales for medicinal or adult recreational use in many individual states.
Although we frequently enter into long-term agreements with these counterparties, these relationships remain subject to various risks, including, among others: • failure of an industry trade association to renew a sponsorship agreement upon its expiration; 16 • termination of a sponsorship agreement by an industry trade association in specified circumstances; • the willingness, ability and effectiveness of an industry trade association to market our trade shows to its members; • dissolution of an industry trade association and/or the failure of a new industry trade association to support us; and • the ability on the part of an industry trade association to organize a trade show itself.
Although we frequently enter into long-term agreements with these counterparties, these relationships remain subject to various risks, including, among others: • failure of an industry trade association to renew a sponsorship agreement upon its expiration; • termination of a sponsorship agreement by an industry trade association in specified circumstances; 15 • the willingness, ability and effectiveness of an industry trade association to market our trade shows to its members; • dissolution of an industry trade association and/or the failure of a new industry trade association to support us; and • the ability on the part of an industry trade association to organize a trade show itself.
If our debt is in default for any reason, our business, results of operations and financial condition could be materially and adversely affected. 20 Regulatory and Technology Risks We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses.
If our debt is in default for any reason, our business, results of operations and financial condition could be materially and adversely affected. 19 Regulatory and Technology Risks We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses.
Consequently, general domestic and global conditions could affect our business, such as, among other things, the COVID-19 pandemic or other epidemics, instability in global economic markets and geopolitical environments, increased U.S. trade tariffs and trade disputes with other countries, fluctuations in interest rates and inflation and supply chain weaknesses.
Consequently, general domestic and global conditions could affect our business, such as, among other things, the COVID-19 pandemic or other epidemics, instability in global economic markets and geopolitical environments, economic recessions or downturns, increased U.S. trade tariffs and trade disputes with other countries, fluctuations in interest rates and inflation and supply chain weaknesses.
Further, we exercise only limited control over our third-party vendors, which increases our vulnerability to problems with services they provide. 21 Exposure as a result of any of the above factors could have a material negative effect on our business, financial condition, and results of operations.
Further, we exercise only limited control over our third-party vendors, which increases our vulnerability to problems with services they provide. 20 Exposure as a result of any of the above factors could have a material negative effect on our business, financial condition, and results of operations.
Noncompliance could result in significant penalties or legal liability having an adverse effect on our operations and financials. 22 We do not own certain of the trade shows and events that we operate or certain trademarks associated with some of our shows and therefore rely on ongoing license agreements with certain third parties.
Noncompliance could result in significant penalties or legal liability having an adverse effect on our operations and financials. 21 We do not own certain of the trade shows and events that we operate or certain trademarks associated with some of our shows and therefore rely on ongoing license agreements with certain third parties.
In November 2020, Onex committed to invest more than $300 million in Convex Group Limited (“Convex”). Convex is the lead underwriter of Emerald’s 2022, 2023, 2024, 2025 and 2026 event cancellation insurance policies. In addition, in January 2018, Onex completed its acquisition of SMG Holdings Inc.
In November 2020, Onex committed to invest more than $300 million in Convex Group Limited (“Convex”). Convex was and is the lead underwriter of Emerald’s 2022, 2023, 2024, 2025, 2026 and 2027 event cancellation insurance policies. In addition, in January 2018, Onex completed its acquisition of SMG Holdings Inc.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the United States and internationally, which includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment and other laws and regulations applicable to the use of AI.
Furthermore, the legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the United States and internationally, which includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, cybersecurity, employment and other laws and regulations applicable to the use of AI.
If we are unable to generate timely and relevant content for our audiences, exploit new and existing technologies to distinguish our digital media and print publications from those of our competitors, or adapt to new distribution methods in order to provide enhanced user experiences, both our other marketing services and event revenues could decline, which may have a material adverse effect on our business, financial condition, cash flows and results of operations.
If we are unable to generate timely and relevant content for our audiences, exploit new and existing technologies to distinguish our digital media and print publications from those of our competitors, or adapt to new distribution methods in order to provide enhanced user experiences, both our content and event revenues could decline, which may have a material adverse effect on our business, financial condition, cash flows and results of operations.
Although the trade show market is highly fragmented, we currently face increased competition in certain of our industry sectors. Further, our high profit margins and low start-up costs could encourage new operators to enter the trade show business.
Although the trade show market is highly fragmented, we may face increased competition in certain of our industry sectors. Further, our high profit margins and low start-up costs could encourage new operators to enter the trade show business.
In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to capital markets. 17 We have identified in the past material weaknesses in our internal control over financial reporting.
In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to capital markets. 16 We have identified in the past material weaknesses in our internal control over financial reporting.
Our stock price has been, and may continue to be, subject to significant fluctuations, and has decreased significantly from historical trading levels as a result of a variety of factors, some of which are beyond our control, such as volatility in the stock markets and the effects of COVID-19.
Our stock price has been, and may continue to be, subject to significant fluctuations, and has decreased significantly from historical trading levels as a result of a variety of factors, some of which are beyond our control, such as volatility in the stock markets.
Notable strategic initiatives include our efforts to (i) implement various sales effectiveness initiatives to improve productivity of our sales efforts, (ii) establish three dedicated divisions focused on Connections, Content and Commerce, (iii) implement event plans to standardize marketing and sales planning across our event portfolio, (iv) introduce value-based pricing in order to improve transparency and customer satisfaction while driving yield improvement, and (v) enhance our data analytics capabilities to develop new commercial insights.
Notable strategic initiatives include our efforts to (i) implement various sales effectiveness initiatives to improve productivity of our sales efforts, (ii) establish three dedicated divisions focused on Connections, Content and Commerce, (iii) implement event plans to standardize marketing and sales planning across our event portfolio, (iv) introduce value-based pricing in order to improve transparency and customer satisfaction while improvement in average revenue per customer, and (v) enhance our data analytics capabilities to develop new commercial insights and products.
Accounting for the income tax effects of the TCJA has required significant judgments and estimates as well as accumulation of information not previously provided for in U.S. tax law. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities.
Accounting for the income tax effects of the TCJA and OBBBA has required significant judgments and estimates as well as accumulation of information not previously provided for in U.S. tax law. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service, state, local and foreign tax authorities.
Many of the provisions enacted under the 2017 Tax Cuts and Jobs Act (which we refer to as the “TCJA”), which introduced significant changes to U.S. income tax law, are set to expire at the end of 2025.
In addition, many of the provisions enacted under the 2017 Tax Cuts and Jobs Act (which we refer to as the “TCJA”), which introduced significant changes to U.S. income tax law, were set to expire at the end of 2025.
Any transactions we identify may entail various risks, including, among others: • the risks inherent in identifying desirable acquisition candidates, including management time spent away from running our core business and external costs associated with identifying such acquisition candidates; • the risk that we turn out to be wrong with respect to selecting and consummating what we had believed to be accretive acquisitions; • the risk of overpaying for a particular acquisition; • the risks of failing to successfully integrate acquisitions and retain the key employees and/or customers of acquired businesses; • the risks inherent in expanding into new lines of business, including our expansion into the digital commerce software-as-a-service business through the acquisition of PlumRiver, LLC (“PlumRiver”) which included the Elastic Suite product, and our acquisition of Bulletin Inc., a digital wholesale platform connecting brands and buyers; • the risks inherent in expanding our existing business into new categories or industries, including our expansion into the highly regulated cannabis industry through the acquisition of MJBiz; • the risks inherent in expanding into consumer events through our acquisition of the Overland Expo outdoor adventure events from Lodestone; • the risks relating to potential unknown liabilities of acquired businesses; • the cultural, execution, currency, tax and other risks associated with international expansion including our recent acquisitions of Advertising Week, Futurist, GRC and Plant Based World, and any future further expansion; and 14 • the risks associated with financing an acquisition, which may involve diluting our existing stockholders, reducing our liquidity or incurring additional debt, which in turn could result in increased debt service costs and/or a requirement to comply with certain financial or other covenants.
Any transactions we identify may entail various risks, including, among others: • the risks inherent in identifying desirable acquisition candidates, including management time spent away from running our core business and external costs associated with identifying such acquisition candidates; • the risk that we turn out to be wrong with respect to selecting and consummating what we had believed to be accretive acquisitions; • the risk of overpaying for a particular acquisition; • the risks of failing to successfully integrate acquisitions and retain the key employees and/or customers of acquired businesses; • the risks inherent in expanding into new lines of business, including our expansion into the digital commerce software-as-a-service business through the acquisition of PlumRiver, LLC (“PlumRiver”) which included the Elastic Suite product, and additional digital commerce solutions; • the risks inherent in expanding our existing business into new categories or industries, including our expansion into the highly regulated cannabis industry through the acquisition of MJBiz; • the risks inherent in expanding into consumer events through our acquisition of the Overland Expo outdoor adventure events from Lodestone; • the risks relating to potential unknown liabilities of acquired businesses; • the cultural, execution, currency, tax and other risks associated with international expansion including our acquisitions of Advertising Week, Futurist, GRC, This is Beyond, Insurtech and The Generis Group, and any future further expansion; and • the risks associated with financing an acquisition, which may involve diluting our existing stockholders, reducing our liquidity or incurring additional debt, which in turn could result in increased debt service costs and/or a requirement to comply with certain financial or other covenants.
Our high level of indebtedness could have important consequences to us, including: limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions or other general corporate purposes; increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; exposing us to the risk of increased interest rates as borrowings under our Second Amended and Restated Senior Secured Credit Facilities (to the extent not hedged) bear interest at variable rates, which could further adversely impact our cash flows; limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; impairing or restricting our ability to repay or refinance borrowings under the Second Amended and Restated Senior Secured Credit Facilities; impairing our ability to obtain additional financing in the future; and increasing our cost of borrowing. 19 Any one of these limitations could have a material effect on our business, financial condition, cash flows, results of operations and ability to satisfy our obligations in respect of our outstanding debt.
Our high level of indebtedness could have important consequences to us, including: limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions or other general corporate purposes; increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; exposing us to the risk of increased interest rates as borrowings under our Second Amended and Restated Senior Secured Credit Facilities (to the extent not hedged) bear interest at variable rates, which could further adversely impact our cash flows; limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; impairing or restricting our ability to repay or refinance borrowings under the Second Amended and Restated Senior Secured Credit Facilities; impairing our ability to obtain additional financing in the future; and increasing our cost of borrowing.
Moreover, digital marketing and social media have experienced meaningful growth over the last several years and, although we have not observed a material decline in demand for our trade shows as a result of the increasing use of the internet and social media for advertising and marketing, the increasing influence of online marketing and any resulting reductions or eliminations of the budgets our participants allocate to our trade shows could have a material adverse effect on our business, financial condition, cash flows and results of operations. 12 Risks Relating to Our Business and Operations Our inability to secure or retain desirable dates and locations for our trade shows could have a material effect on our business, financial condition, cash flows and results of operations.
Moreover, digital marketing and social media have experienced meaningful growth over the last several years and, although we have not observed a material decline in demand for our trade shows as a result of the increasing use of the internet and social media for advertising and marketing, the increasing influence of online marketing and any resulting reductions or eliminations of the budgets our participants allocate to our trade shows could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Because Onex controls the majority of our equity securities, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our equity securities. As of December 31, 2024, Onex beneficially owned 184,520,200 shares of our common stock, representing approximately 91.6% of our outstanding common stock.
Because Onex controls the majority of our equity securities, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our equity securities. As of December 31, 2025, Onex beneficially owned 184,520,200 shares of our common stock, representing approximately 93.3% of our outstanding common stock.
Our future effective income tax rates may be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, by changes in our stock price, or by changes in tax laws or their interpretation.
Our future effective income tax rates and the value of our deferred tax assets may be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, by changes in our stock price, or by changes in tax laws or their interpretation, which changes may have retroactive application.
Inflationary pressures and increases in interest rates relative to historical low interest rates could negatively impact demand for exhibition space, attendance at our tradeshows, conferences and events, and profitability. We and our customers may also be adversely affected by the impact of continued high interest rates relative to historical low interest rates, as well as changes in inflationary conditions.
Inflationary pressures and fluctuations in interest rates relative to historical low interest rates could negatively impact demand for exhibition space, attendance at our tradeshows, conferences and events, and profitability. We and our customers may be adversely affected by fluctuations in interest rates, as well as changes in inflationary conditions.
In the years ended December 31, 2024, December 31, 2023 and December 31, 2022, our top five shows represented 30%, 28% and 29%, respectively, of our total revenue.
In the years ended December 31, 2025, December 31, 2024 and December 31, 2023, our top five shows represented 24%, 30% and 28%, respectively, of our total revenue.
Operating expenses, including cost of labor, are impacted to a certain degree by the inflation rate as well. 11 Attendance at our shows could decline as a result of disruptions in global or local travel conditions, such as congestion at airports, adverse weather, including as a result of climate change, or outbreaks or fear of communicable diseases such as COVID-19.
Operating expenses, including cost of labor within our Company or at third-party vendors, are impacted to a certain degree by the inflation rate as well. 10 Attendance at our shows could decline as a result of disruptions in global or local travel conditions, such as congestion at airports, natural disasters, adverse weather, including as a result of climate change, or outbreaks or fear of communicable diseases.
Additionally, further declines in our stock price could require further goodwill write-downs. 23 In addition, the stock markets in general have experienced extreme volatility recently that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
In addition, the stock markets in general have experienced extreme volatility recently that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
This volatility and the size of Onex’s investment in our equity securities may prevent you from being able to sell your common stock at or above the price you paid for your common stock.
This volatility and the size of Onex’s investment in our equity securities may prevent you from being able to sell your common stock at or above the price you paid for your common stock. Additionally, further declines in our stock price could require further goodwill write-downs.
As a company headquartered in the United States, conducting and expanding international operations subjects us to costs and risks that we may not generally face in the United States, including but not limited to: • exposure to foreign currency exchange rate risk; • the effects of tariffs, trade barriers and retaliatory trade measures; • managing and staffing international operations; • establishing relationships with channel partners in international locations; • increased travel, infrastructure and legal compliance costs associated with international locations; • requirements to comply with a wide variety of foreign and domestic laws and regulations associated with international operations; • potentially adverse tax consequences; • complexities implementing and enforcing cross-border information technology and security controls; • failure to recruit, onboard, build and retain a talented and engaged global workforce, and integrating personnel with diverse business backgrounds and organizational cultures; • difficulties entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these new markets; • increased financial accounting and reporting burdens and complexities; and • political, social and economic instability abroad, terrorist attacks and security concerns in general.
Pound Sterling; • the effects of tariffs, trade barriers and retaliatory trade measures; • managing and staffing international operations; • establishing relationships with channel partners in international locations; • increased travel, infrastructure and legal compliance costs associated with international locations; • requirements to comply with a wide variety of foreign and domestic laws and regulations associated with international operations; • potentially adverse tax consequences; • complexities implementing and enforcing cross-border information technology and security controls; • failure to recruit, onboard, build and retain a talented and engaged global workforce, and integrating personnel with diverse business backgrounds and organizational cultures; • difficulties entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these new markets; • increased financial accounting and reporting burdens and complexities; and • political, social and economic instability abroad, terrorist attacks and security concerns in general.
Immediately upon completion of the 2025 Refinancing Transactions, we had $515.0 million of term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities (as defined in “Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ), with $109.3 million in additional borrowing capacity under the revolving credit facility portion of the Second Amended and Restated Senior Secured Credit Facilities (after giving effect to $0.7 million of outstanding letters of credit).
As of December 31, 2025, we had $512.5 million of term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities (as defined in “Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations” ), with $109.5 million in additional borrowing capacity under the revolving credit facility portion of the Second Amended and Restated Senior Secured Credit Facilities (after giving effect to $0.5 million of outstanding letters of credit).
For example, throughout 2022 and the first half of 2023, the Federal Reserve approved almost a dozen interest increases to as high as 5.50% in July 2023. Although the Federal Reserve has since approved a series of interest rate decreases beginning in September 2024, interest rates remain high relative to historical lows.
For example, throughout 2022 and the first half of 2023, the Federal Reserve approved almost a dozen interest increases to as high as 5.50% in July 2023. However, the Federal Reserve has since approved a series of interest rate decreases beginning in September 2024 and has decreased the federal funds rate three times in 2025.
Consistency in location and all other aspects of our trade shows is important to maintaining a high retention rate from year to year, and we rely on our highly loyal customer base for the success of our shows.
Consistency in location and all other aspects of our trade shows is important to maintaining a high retention rate from year to year, and we rely on our highly loyal customer base for the success of our shows. Moving major shows to new cities and significant changes in timing or frequency can adversely affect customer behavior.
While we have been able to secure event cancellation insurance for the calendar years 2025 and 2026, this insurance policy does not include coverage for event cancellations due to the outbreak of communicable disease, including COVID-19, and due to wildfires in California.
While we have been able to secure event cancellation insurance for the calendar years 2026 and 2027, this insurance policy does not include coverage for event cancellations due to, among other things, the outbreak of communicable disease (including COVID-19), certain natural or man-made disasters, wildfires in California, cyber attacks, and war or civil war.
While we continue to make efforts to diversify our business, a significant decline in the performance or prospects of any one of our top trade shows could have a material adverse effect on our business, financial condition, results of operations and cash flows.
While we continue to make efforts to diversify our business, a significant decline in the performance or prospects of any one of our top trade shows could have a material adverse effect on our business, financial condition, results of operations and cash flows. 12 We may not fully realize the expected results and/or operating efficiencies associated with our strategic initiatives or restructuring programs, which may have an adverse impact on our business.
There can be no assurance that we will not record further impairment charges in future periods. 18 Changes in our income tax rates or other indirect taxes may affect our future financial results.
There can be no assurance that we will not record further impairment charges in future periods. 17 Changes in our income tax rates or other indirect taxes may affect our future financial results. We are subject to federal, state and local income taxes in the United States and in foreign jurisdictions.
While some of our events are staged in ASM managed venues, and two of our directors affiliated with Onex also served as directors of ASM, Onex sold their ownership position in ASM during the third quarter of 2024. 24 In addition, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to us, to Onex or certain related parties or any of our directors who are employees of Onex or its affiliates such that Onex and its affiliates are permitted to invest in competing businesses or do business with our customers.
In addition, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to us, to Onex or certain related parties or any of our directors who are employees of Onex or its affiliates such that Onex and its affiliates are permitted to invest in competing businesses or do business with our customers.
Uncertainty around new and evolving AI use, including generative AI, may require additional investment to develop responsible use frameworks, develop or license proprietary content and data, and develop new approaches and processes for attribution, consent and/or compensation, which could be costly. We currently use AI applications embedded in third party platforms on a relatively limited basis.
In addition, uncertainty around new and evolving AI use may require additional investment to develop responsible and ethical use frameworks, develop or license proprietary content and data, and develop new approaches and processes for attribution, consent and/or compensation, which could be costly.
MJBiz publishes MJBiz Daily, a leading publication addressing business, regulatory, operational, and legal issues relevant to the cannabis and hemp industries, and also sponsors the annual MJBizCon, a trade event and conference for the cannabis industry and an annual educational conference in San Diego for the scientific community focused on research, testing, and lab services in the cannabis industry.
MJBiz publishes MJBiz Daily, a leading publication addressing business, regulatory, operational, and legal issues relevant to the cannabis and hemp industries, and also produces the annual MJBizCon, a trade event and conference for the cannabis industry.
The use or adoption of new and emerging technologies may increase our exposure to intellectual property claims, and the availability of copyright and other intellectual property protection for AI-generated material is uncertain.
The use or adoption of new and emerging technologies may increase our exposure to legal claims or regulatory action related to our use of AI, and the availability of protections under applicable laws, including intellectual property laws, related to the use of AI-generated material is uncertain.
We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. These continuous examinations may result in unforeseen tax-related liabilities, which may harm our future financial results. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law.
We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. These continuous examinations and global tax developments applicable to multinational businesses may result in unforeseen tax-related liabilities, which may harm our future financial results.
The data protection landscape is rapidly evolving in the United States, the European Union and elsewhere, including the European Union’s General Data Privacy Regulation (“GDPR”). As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities.
As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities.
In addition, external factors such as legislation and government policies at the local or state level, including policy related to social, political and economic issues, may weaken the desire of exhibitors and attendees to attend our trade shows held in certain locations, or cause us to move our trade shows.
In addition, external factors such as legislation and government policies at the local or state level, including policy related to social, political and economic issues, may weaken the desire of exhibitors and attendees to attend our trade shows held in certain locations, or cause us to move our trade shows. 11 The success of each of our trade shows depends on the strong reputation of that show’s brand, and damage to the reputation or negative publicity surrounding these brands could negatively impact our business, financial condition, cash flows and results of operations.
To the extent that we incur additional indebtedness, the risks that we now face related to our substantial indebtedness could increase. The covenants in our Second Amended and Restated Senior Secured Credit Facilities impose restrictions that may limit our operating and financial flexibility.
The covenants in our Second Amended and Restated Senior Secured Credit Facilities impose restrictions that may limit our operating and financial flexibility.
On October 29, 2024, the Board declared a dividend for the quarter ending December 31, 2024 of $0.015 per share payable to holders of record of the Company’s common stock.
The Board has declared dividends of $0.015 per share for each subsequent quarter through December 31, 2025, payable to holders of record of the Company’s common stock.
Further, there can be no assurance that competitors will not infringe upon our trademarks, or that we will identify all such infringements or have adequate resources to properly enforce our trademarks.
Further, there can be no assurance that competitors will not infringe upon our trademarks, or that we will identify all such infringements or have adequate resources to properly enforce our trademarks. We use certain artificial intelligence (“AI”) technologies in our business, and challenges with properly managing their use could result in reputational harm, legal liability, and financial cost.
The media industry is highly competitive and continues to evolve rapidly, with an increasing number of alternative methods for the production and delivery of content.
Our ability to effectively engage with target audiences for our events depends in part on our ability to generate engaging and informative content for our digital media and print publication properties. The media industry is highly competitive and continues to evolve rapidly, with an increasing number of alternative methods for the production and delivery of content.
Despite our current debt levels, we may incur substantially more indebtedness, which could further exacerbate the risks associated with our substantial leverage. We and our subsidiaries may be able to incur additional indebtedness in the future, which may be secured.
We and our subsidiaries may be able to incur additional indebtedness in the future, which may be secured.
For example, in recent years we have acquired trade shows that stage in the United Kingdom, Canada, Mexico and Japan, among other countries.
We stage an increasing number of our trade shows outside of the United States and we intend to continue to expand our international presence in the future. For example, in recent years we have acquired trade shows that stage in the United Kingdom, Canada, Mexico, Morocco, Italy and Hong Kong, among other countries.
Risks Relating to our Indebtedness Our significant indebtedness could adversely affect our financial condition and limit our ability to raise additional capital to fund our operations. We have a significant amount of indebtedness. As of December 31, 2024, we had $409.2 million of term loan borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities as then in effect.
Risks Relating to our Indebtedness Our significant indebtedness could adversely affect our financial condition and limit our ability to raise additional capital to fund our operations. We have a significant amount of indebtedness.
We have acquired, and intend to continue to acquire, trade shows that stage outside of the United States, which subjects us to costs and risks associated with international operations. We stage an increasing number of our trade shows outside of the United States and we intend to continue to expand our international presence in the future.
There can be no assurances that any such negotiations will lead to definitive agreements, or if such agreements are reached, that any transactions would be consummated. 13 We have acquired, and intend to continue to acquire, trade shows that stage outside of the United States, which subjects us to costs and risks associated with international operations.
As of December 31, 2024, we had $409.2 million of term loan borrowings outstanding under our then-existing Amended and Restated Senior Secured Credit Facilities.
As of December 31, 2025, we had $512.5 million of term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities. To the extent that we incur additional indebtedness, the risks that we now face related to our substantial indebtedness could increase.
If any of these risks were to materialize, our international operations and, consequently, our overall business, financial condition, cash flows and results of operations could be negatively affected. The acquisition of MJBiz may subject us to new regulatory, business and financial risks relating to the cannabis industry. On December 31, 2021, we completed the acquisition of MJBiz.
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Flows” and “Quantitative and Qualitative Disclosures About Market Risk.” The acquisition of MJBiz may subject us to new and evolving regulatory, business and financial risks relating to the cannabis industry. On December 31, 2021, we completed the acquisition of MJBiz.
At any given time, we may be in discussions with one or more counterparties. There can be no assurances that any such negotiations will lead to definitive agreements, or if such agreements are reached, that any transactions would be consummated.
At any given time, we may be in discussions with one or more counterparties.
Removed
Moving major shows to new cities, such as the move of OR from Denver, Colorado to Salt Lake City, Utah in January 2023, can adversely affect customer behavior.
Added
Notwithstanding these recent decreases, interest rates remain higher than historical lows, and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future to mitigate inflationary pressures. Continued high interest rates may increase our financing and borrowing costs on new and existing debt.
Removed
Similarly, significant timing and frequency changes, such as the move of OR Winter Market originally scheduled to be held in January 2024 to an expanded event to be held in June 2025 and the shift from a three-show to one-show format for OR in 2024, can also result in unanticipated customer reactions.
Added
Risks Relating to Our Business and Operations Our inability to secure or retain desirable dates and locations for our trade shows could have a material effect on our business, financial condition, cash flows and results of operations.
Removed
The success of each of our trade shows depends on the strong reputation of that show’s brand, and damage to the reputation or negative publicity surrounding these brands could negatively impact our business, financial condition, cash flows and results of operations.
Added
For the year ended December 31, 2025, approximately 10.6% of our revenue was generated outside of the United States.
Removed
We may not fully realize the expected results and/or operating efficiencies associated with our strategic initiatives or restructuring programs, which may have an adverse impact on our business.
Added
As a company headquartered in the United States, conducting and expanding international operations subjects us to costs and risks that we may not generally face in the United States, including but not limited to: • exposure to foreign currency exchange rate risk, especially the U.K.
Removed
Our ability to effectively engage with target audiences for our events depends in part on our ability to generate engaging and informative content for our other marketing services, including our digital media and print publication properties.
Added
If any of these risks were to materialize, our international operations and, consequently, our overall business, financial condition, cash flows and results of operations could be negatively affected. In addition, we are exposed to foreign exchange rate fluctuations, as the financial results of our foreign operations are translated from the local currency into U.S. Dollars upon consolidation.
Removed
The Administration and Congress are actively considering various policy choices which may have the impact of changing, possibly materially, how we are taxed in comparison to how we are taxed today.
Added
Because we report our financial results in U.S. Dollars, fluctuations in foreign currencies (including the U.K. Pound Sterling, Canadian Dollar, Mexican Peso, Moroccan Dirham and Euro) may impact our financial performance.
Removed
It is unclear whether the provisions of the TCJA will be allowed to expire in 2025, which would cause a reversion to the provisions prior to the TCJA, or whether some or all of such provisions will be extended beyond 2025 by future legislation.
Added
While we do not expect significant exposure in the near term to foreign currency risk, we may enter into financial derivative transactions, including hedging currency pairs, to mitigate such risk.
Removed
The Trump administration has indicated a general intent to retain the TCJA provisions but whether Congress will agree to retain such provisions beyond 2025 and what modifications might be made thereto prior to the expiration of the TCJA provisions is uncertain.
Added
In recent years, many such changes have been made and changes are likely to continue to occur in the future. For example, the Inflation Reduction Act of 2022 established a 15% corporate minimum tax and imposed a 1% excise tax on the repurchase of stock by certain U.S. corporations.
Removed
The IRA establishes a 15% corporate minimum tax effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded corporations. We currently do not expect the tax-related provisions of the IRA to have a material impact on our financial results.
Added
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, extending key provisions of TCJA and bringing significant changes to U.S. income-tax laws, including modifications to the international tax framework and the limitations on interest deductions. The OBBBA did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025.
Removed
On January 30, 2025, we completed the 2025 Refinancing Transactions described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—2025 Refinancing Transactions” included elsewhere in this Annual Report.
Added
We continue to evaluate the implications of this legislation on future periods. Some of the provisions of these laws still require finalization by the U.S. Treasury Department, increasing the uncertainty as to the ultimate effects on us and our stockholders.
Removed
Immediately upon completion of the 2025 Refinancing Transactions, we had $515.0 million of term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities, with $109.3 million in additional borrowing capacity under the revolving credit facility portion of the Second Amended and Restated Senior Secured Credit Facilities (after giving effect to $0.7 million of outstanding letters of credit).
Added
Any one of these limitations could have a material effect on our business, financial condition, cash flows, results of operations and ability to satisfy our obligations in respect of our outstanding debt. 18 Despite our current debt levels, we may incur substantially more indebtedness, which could further exacerbate the risks associated with our substantial leverage.
Removed
We have begun to use certain artificial intelligence (“AI”) technologies in our business, and challenges with properly managing their use could result in reputational harm, legal liability, and financial cost.
Added
The data protection landscape is rapidly evolving in the United States, the United Kingdom, the European Union and elsewhere, including the United Kingdom’s General Data Privacy Regulation and the European Union’s General Data Privacy Regulation.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisk Factors – “We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses,” which is incorporated by reference into this Item 1C.
Biggest changeRisk Factors – “We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses,” which is incorporated by reference into this Item 1C. 26 Cybersecurity Governance The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including security and technology risks and cybersecurity threats.
Our cybersecurity protocol requires that the Chair of the Audit Committee and senior management be immediately notified upon any cybersecurity incident. 27 Our Senior Vice President of Information Technology , who has over 20 years of experience in the information technology sector , leads our global information security team responsible for overseeing the Emerald information security program.
Our cybersecurity protocol requires that the Chair of the Audit Committee and senior management be immediately notified upon any cybersecurity incident. Our Senior Vice President of Information Technology , who has over 20 years of experience in the information technology sector , leads our global information security team responsible for overseeing the Emerald information security program.
Removed
Cybersecurity Governance The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including security and technology risks and cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Pr operties. We have two key offices located in New York, New York and San Juan Capistrano, California. We also have other smaller office locations throughout the United States, including in Rye, New Hampshire and Alpharetta, Georgia.
Biggest changeItem 2. Pr operties. We have two key offices located in New York, New York and San Juan Capistrano, California. We also have other smaller office locations throughout the United States, including in Rye, New Hampshire and Alpharetta, Georgia, as well as internationally.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRefer to Note 16, Commitments and Contingencies , in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding our legal proceedings. Item 4. Mine Saf ety Disclosures. None. 28 PART II
Biggest changeRefer to Note 16, Commitments and Contingencies , in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding our legal proceedings. Item 4. Mine Saf ety Disclosures. None. 27 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 28 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. Selected Financial Data 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 27 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6. Selected Financial Data 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−5 removed4 unchanged
Biggest changeThe following table presents our purchases of common stock during the fourth quarter ended December 31, 2024, as part of the publicly announced share repurchase program: (Dollars in millions, except per share data) Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program October 1, 2024 - October 31, 2024 276,189 $ 4.45 276,189 $ 24.8 November 1, 2024 - November 30, 2024 1,011,158 4.76 1,011,158 20.0 December 1, 2024 - December 31, 2024 489,537 4.81 489,537 17.6 Total 1,776,884 (1) Includes shares of common stock settled between October 1, 2024 and December 31, 2024.
Biggest changeThe following table presents our purchases of common stock during the fourth quarter ended December 31, 2025, as part of the publicly announced share repurchase program: (Dollars in millions, except per share data) Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program October 1, 2025 - October 31, 2025 182,151 $ 4.80 182,151 $ 19.4 November 1, 2025 - November 30, 2025 100,235 4.14 100,235 24.6 December 1, 2025 - December 31, 2025 — — — 24.6 Total 282,386 (1) Includes shares of common stock settled between October 1, 2025 and December 31, 2025.
Issuer Purchases of Equity Securities In October 2024, our board of directors approved an extension and expansion of our previously announced share repurchase program, which allows for the repurchase of $25.0 million of our common stock from time to time through and including December 31, 2025, subject to early termination or extension by the board of directors.
Issuer Purchases of Equity Securities In October 2025, our board of directors approved an extension and expansion of our previously announced share repurchase program, which allows for the repurchase of $25.0 million of our common stock from time to time through and including December 31, 2026, subject to early termination or extension by the board of directors.
This approval extends and expands the previously authorized $25.0 million share repurchase program that was effective through December 31, 2024. The share repurchase program may be suspended or discontinued at any time without notice. There is no minimum number of shares that we are required to repurchase.
This approval extends and expands the previously authorized $25.0 million share repurchase program that was effective through December 31, 2025. The share repurchase program may be suspended or discontinued at any time without notice. There is no minimum number of shares that we are required to repurchase.
The approximate number of record holders of our common stock on March 12, 2025 was 34. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
The approximate number of record holders of our common stock on March 11, 2026 was 34. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations. In November 2023, we announced that our board of directors had authorized an extension and expansion of our previously authorized $25.0 million share repurchase program through December 31, 2024.
Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations. Our board had previously authorized the expansion of our $25.0 million share repurchase program in April 2025 and in October 2024.
On October 29, 2024, the Company’s board of directors declared a dividend for the quarter ending December 31, 2024 of $0.015 per share payable to holders of record of our common stock.
The Company’s board of directors declared dividends of $0.015 per share for each subsequent quarter through December 31, 2025 payable to holders of record of our common stock.
Removed
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividend Policy.” 29 Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, each as amended, except to the extent that it is specifically incorporated by reference into such filing.
Added
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividend Policy.” 28 Stock Performance Graph We are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e) of Item 201 of Regulation S-K.
Removed
The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock with corresponding changes in the cumulative total returns of the Russell 2000 Index and our peer groups for the period from December 31, 2019 through December 31, 2024.
Removed
The comparison assumes an initial investment of $100 at the close of business on December 31, 2019 in our stock and in each of the indices and also assumes the reinvestment of dividends where applicable. This historical performance is not necessarily indicative of future performance.
Removed
(1) Exhibition Peers include Ascential PLC, Hyve Group Plc, Informa PLC, Relx PLC and Pursuit Attractions and Hospitality, Inc. (formerly Viad Corp). (2) Business Services Peers include Aramark, Barrett Business Services, Inc., KForce Inc. and TrueBlue, Inc. (3) Advertising and Entertainment Peers include Cinemark Holdings, Inc. and National CineMedia, Inc.
Removed
(4) Digital Information Services & Research Peers include Gartner, Inc., IHS Markit Ltd., John Wiley & Sons, Inc. and Nielsen Holdings plc.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

15 edited+1 added−4 removed8 unchanged
Biggest changeQuarter Ended Dec. 31, 2024 Sept. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 Dec. 31, 2023 Sept. 30, 2023 Jun. 30, 2023 Mar. 31, 2023 (unaudited) (dollars in millions, share data in thousands except earnings per share) Statement of income and comprehensive income data: Revenues $ 106.8 $ 72.6 $ 86.0 $ 133.4 $ 101.5 $ 72.5 $ 86.5 $ 122.3 Other income, net 0.5 — — 1.0 — 2.8 — — Cost of revenues 43.8 23.1 33.1 47.5 35.7 25.9 32.8 43.2 Selling, general and administrative expense 34.6 40.8 39.5 55.5 36.1 41.6 41.8 48.8 Depreciation and amortization expense 7.1 7.1 7.0 7.1 9.8 8.8 12.9 13.5 Intangible asset impairment charges 1.0 6.3 — — — — — — Operating income (loss) 20.8 (4.7 ) 6.4 24.3 19.9 (1.0 ) (1.0 ) 16.8 Interest expense 11.4 12.3 12.0 12.1 11.8 12.1 11.4 8.0 Interest income 1.9 2.2 2.1 2.3 3.2 1.6 2.3 1.1 Loss on extinguishment of debt — — — — — — 2.3 — Other (income) expense — — — — (0.1 ) 0.1 0.1 (0.1 ) Loss on disposal of fixed assets — — — — — — — 0.2 Income (loss) before income taxes 11.3 (14.8 ) (3.5 ) 14.5 11.4 (11.6 ) (12.5 ) 9.8 Provision for (benefit from) income taxes 6.2 (3.7 ) (0.7 ) 3.5 29.3 (22.3 ) (4.4 ) 2.7 Net income (loss) and comprehensive income (loss) 5.1 (11.1 ) (2.8 ) 11.0 (17.9 ) 10.7 (8.1 ) 7.1 Accretion to redemption value of redeemable convertible preferred stock — — (2.0 ) (10.7 ) (10.8 ) (10.7 ) (10.4 ) (10.1 ) Participation rights on if-converted basis — — — (0.2 ) — — — — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 5.1 $ (11.1 ) $ (4.8 ) $ 0.1 $ (28.7 ) $ 0.0 $ (18.5 ) $ (3.0 ) Basic income (loss) per share $ 0.03 $ (0.05 ) $ (0.03 ) $ 0.00 $ (0.45 ) $ 0.00 $ (0.29 ) $ (0.04 ) Diluted income (loss) per share $ 0.03 $ (0.05 ) $ (0.03 ) $ 0.00 $ (0.45 ) $ 0.00 $ (0.29 ) $ (0.04 ) Basic weighted average common shares outstanding 202,495 203,893 155,915 63,039 63,601 63,586 62,868 67,280 Diluted weighted average common shares outstanding 202,825 203,893 155,915 65,205 63,601 63,586 62,868 67,280 Dividend declared per common share $ 0.0150 $ 0.0150 $ — $ — $ — $ — $ — $ — 34
Biggest changeQuarter Ended Dec. 31, 2025 Sept. 30, 2025 Jun. 30, 2025 Mar. 31, 2025 Dec. 31, 2024 Sept. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 (unaudited) (dollars in millions, share data in thousands except earnings per share) Statement of income data: Revenues $ 132.7 $ 77.5 $ 105.5 $ 147.7 $ 106.8 $ 72.6 $ 86.0 $ 133.4 Other income, net — — — — 0.5 — — 1.0 Cost of revenues 51.4 25.3 40.6 51.4 43.8 23.1 33.1 47.5 Selling, general and administrative expense 88.7 51.3 47.1 54.1 34.6 40.8 39.5 55.5 Depreciation and amortization expense 8.3 8.7 7.6 6.4 7.1 7.1 7.0 7.1 Intangible asset impairment charges — — — — 1.0 6.3 — — Operating (loss) income (15.7 ) (7.8 ) 10.2 35.8 20.8 (4.7 ) 6.4 24.3 Interest expense 9.8 10.7 10.9 17.4 11.4 12.3 12.0 12.1 Interest income 0.4 0.6 1.3 2.3 1.9 2.2 2.1 2.3 Other income (expense) 0.1 — — — — — — — (Loss) income before income taxes (25.0 ) (17.9 ) 0.6 20.7 11.3 (14.8 ) (3.5 ) 14.5 Provision for (benefit from) income taxes 5.2 (3.5 ) 2.0 5.4 6.2 (3.7 ) (0.7 ) 3.5 Net (loss) income (30.2 ) (14.4 ) (1.4 ) 15.3 5.1 (11.1 ) (2.8 ) 11.0 Accretion to redemption value of redeemable convertible preferred stock — — — — — — (2.0 ) (10.7 ) Participation rights on if-converted basis — — — — — — — (0.2 ) Net (loss) income attributable to Emerald Holding, Inc. common stockholders $ (30.2 ) $ (14.4 ) $ (1.4 ) $ 15.3 $ 5.1 $ (11.1 ) $ (4.8 ) $ 0.1 Basic (loss) income per share $ (0.15 ) $ (0.07 ) $ (0.01 ) $ 0.08 $ 0.03 $ (0.05 ) $ (0.03 ) $ 0.00 Diluted (loss) income per share $ (0.15 ) $ (0.07 ) $ (0.01 ) $ 0.08 $ 0.03 $ (0.05 ) $ (0.03 ) $ 0.00 Basic weighted average common shares outstanding 197,769 197,950 198,650 200,596 202,495 203,893 155,915 63,039 Diluted weighted average common shares outstanding 197,769 197,950 198,650 200,841 202,825 203,893 155,915 65,205 Dividend declared per common share $ 0.0150 $ 0.0150 $ 0.0150 $ 0.0150 $ 0.0150 $ 0.0150 $ — $ — 33
(8) As of December 31, 2024, total debt of $409.2 million consisted of $402.7 million of term loan borrowings, net of unamortized deferred financing fees of $0.9 million and unamortized original issue discount of $5.6 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect.
As of December 31, 2024, total debt of $409.2 million consisted of $402.7 million of term loan borrowings, net of unamortized deferred financing fees of $0.9 million and unamortized original issue discount of $5.6 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect.
Item 6. Selected Financial Data. The following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated financial data as of December 31, 2024, 2023, 2022, 2021 and 2020, and for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, have been derived from our audited consolidated financial statements.
Item 6. Selected Financial Data. The following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated financial data as of December 31, 2025, 2024, 2023, 2022 and 2021, and for the years ended December 31, 2025, 2024, 2023, 2022 and 2021, have been derived from our audited consolidated financial statements.
No goodwill impairments were recorded for the years ended December 31, 2024 and 2023. (4) The intangible asset impairments for the years ended December 31, 2024, 2022, 2021 and 2020, were recorded to align the carrying value of certain trade name and customer relationship intangible assets with their fair value.
(4) The intangible asset impairments for the years ended December 31, 2024, 2022 and 2021, were recorded to align the carrying value of certain trade name and customer relationship intangible assets with their fair value. No intangible asset impairments were recorded for the years ended December 31, 2025 and 2023.
During the years ended December 31, 2024, 2023, 2022, 2021 and 2020, we recorded accretion of $12.7 million, $42.0 million, $38.8 million, $35.6 million and $15.6 million, respectively, with respect to the redeemable convertible preferred stock, bringing the aggregate accreted carrying value to zero, $497.1 million, $472.4 million, $433.9 million and $398.3 million as of December 31, 2024, 2023, 2022, 2021 and 2020, respectively.
During the years ended December 31, 2025, 2024, 2023, 2022 and 2021, we recorded accretion of zero, $12.7 million, $42.0 million, $38.8 million and $35.6 million, respectively, with respect to the redeemable convertible preferred stock, bringing the aggregate accreted carrying value to zero, zero, $497.1 million, $472.4 million and $433.9 million as of December 31, 2025, 2024, 2023, 2022 and 2021, respectively.
The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 30 Year Ended December 31, 2024 (1) 2023 (1) 2022 (1) 2021 (1) 2020 (1) (dollars in millions, share data in thousands except earnings per share) Statement of income and comprehensive income data: Revenues $ 398.8 $ 382.8 $ 325.9 $ 145.5 $ 127.4 Other income, net 1.5 2.8 182.8 77.4 107.0 Cost of revenues 147.5 137.6 116.5 57.1 57.6 Selling, general and administrative expenses (2) 170.4 168.3 145.0 143.0 118.6 Depreciation and amortization expense 28.3 45.0 59.5 47.6 48.6 Goodwill impairment charge (3) — — 6.3 7.2 603.4 Intangible asset impairment charge (4) 7.3 — 1.6 32.7 76.8 Operating income (loss) 46.8 34.7 179.8 (64.7 ) (670.6 ) Interest expense 47.8 43.3 24.5 15.9 20.6 Interest income 8.5 8.2 2.7 0.1 0.1 Loss on extinguishment of debt (5) — 2.3 — — — Other expense — — — 0.1 0.1 Loss on disposal of fixed assets — 0.2 — 0.4 — Income (loss) before income taxes 7.5 (2.9 ) 158.0 (81.0 ) (691.2 ) Provision for (benefit from) income taxes 5.3 5.3 27.2 (1.3 ) (57.6 ) Net income (loss) and comprehensive income (loss) 2.2 (8.2 ) 130.8 (79.7 ) (633.6 ) Accretion to redemption value of redeemable convertible preferred stock (6) (12.7 ) (42.0 ) (38.8 ) (35.6 ) (15.6 ) Participation rights on if-converted basis — — (60.2 ) — — Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders $ (10.5 ) $ (50.2 ) $ 31.8 $ (115.3 ) $ (649.2 ) Net (loss) income per share attributable to common stockholders Basic $ (0.07 ) $ (0.78 ) $ 0.46 $ (1.62 ) $ (9.09 ) Diluted $ (0.07 ) $ (0.78 ) $ 0.46 $ (1.62 ) $ (9.09 ) Weighted average common shares outstanding Basic 156,592 63,959 69,002 71,309 71,431 Diluted 156,592 63,959 69,148 71,309 71,431 Dividends declared per common share $ 0.0300 $ — $ — $ — $ 0.0750 Statement of cash flows data: Net cash provided by (used in) operating activities $ 46.8 $ 40.3 $ 175.1 $ 90.0 $ (37.1 ) Net cash used in investing activities $ (25.0 ) $ (21.0 ) $ (47.9 ) $ (131.9 ) $ (37.3 ) Net cash (used in) provided by financing activities $ (31.2 ) $ (54.2 ) $ (119.3 ) $ (22.2 ) $ 360.1 31 As of December 31, 2024 2023 2022 2021 2020 (dollars in millions) Balance sheet data: Cash and cash equivalents $ 194.8 $ 204.2 $ 239.1 $ 231.2 $ 295.3 Total assets (7) $ 1,048.7 $ 1,053.9 $ 1,098.4 $ 1,062.4 $ 1,054.4 Total debt (8) $ 409.2 $ 413.3 $ 415.3 $ 519.7 $ 525.2 Total liabilities $ 662.8 $ 649.3 $ 659.1 $ 749.5 $ 659.9 (1) Financial data for the year ended December 31, 2024 includes the results of GRC and Glamping Americas since their acquisition on August 5, 2024, The Futurist since its acquisition on May 7, 2024 and Hotel Interactive since its acquisition on January 19, 2024.
The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 29 Year Ended December 31, 2025 (1) 2024 (1) 2023 (1) 2022 (1) 2021 (1) (dollars in millions, share data in thousands except earnings per share) Statement of income data: Revenues $ 463.4 $ 398.8 $ 382.8 $ 325.9 $ 145.5 Other income, net — 1.5 2.8 182.8 77.4 Cost of revenues 168.7 147.5 137.6 116.5 57.1 Selling, general and administrative expenses (2) 241.2 170.4 168.3 145.0 143.0 Depreciation and amortization expense 31.0 28.3 45.0 59.5 47.6 Goodwill impairment charge (3) — — — 6.3 7.2 Intangible asset impairment charge (4) — 7.3 — 1.6 32.7 Operating income (loss) 22.5 46.8 34.7 179.8 (64.7 ) Interest expense 48.8 47.8 43.3 24.5 15.9 Interest income 4.6 8.5 8.2 2.7 0.1 Other income (expense) 0.1 — — — (0.1 ) Loss on extinguishment of debt (5) — — 2.3 — — Loss on disposal of fixed assets — — 0.2 — 0.4 (Loss) income before income taxes (21.6 ) 7.5 (2.9 ) 158.0 (81.0 ) Provision for (benefit from) income taxes 9.1 5.3 5.3 27.2 (1.3 ) Net (loss) income (30.7 ) 2.2 (8.2 ) 130.8 (79.7 ) Accretion to redemption value of redeemable convertible preferred stock (6) — (12.7 ) (42.0 ) (38.8 ) (35.6 ) Participation rights on if-converted basis — — — (60.2 ) — Net (loss) income attributable to Emerald Holding, Inc. common stockholders $ (30.7 ) $ (10.5 ) $ (50.2 ) $ 31.8 $ (115.3 ) Net (loss) income per share attributable to common stockholders Basic $ (0.15 ) $ (0.07 ) $ (0.78 ) $ 0.46 $ (1.62 ) Diluted $ (0.15 ) $ (0.07 ) $ (0.78 ) $ 0.46 $ (1.62 ) Weighted average common shares outstanding Basic 198,729 156,592 63,959 69,002 71,309 Diluted 198,729 156,592 63,959 69,148 71,309 Dividends declared per common share $ 0.0600 $ 0.0300 $ — $ — $ — Statement of cash flows data: Net cash provided by operating activities $ 42.6 $ 46.8 $ 40.3 $ 175.1 $ 90.0 Net cash used in investing activities $ (203.2 ) $ (25.0 ) $ (21.0 ) $ (47.9 ) $ (131.9 ) Net cash provided by (used in) financing activities $ 67.1 $ (31.2 ) $ (54.2 ) $ (119.3 ) $ (22.2 ) As of December 31, 2025 2024 2023 2022 2021 (dollars in millions) Balance sheet data: Cash and cash equivalents $ 100.9 $ 194.8 $ 204.2 $ 239.1 $ 231.2 Total assets (7) $ 1,212.8 $ 1,048.7 $ 1,053.9 $ 1,098.4 $ 1,062.4 Total debt (8) $ 512.5 $ 409.2 $ 413.3 $ 415.3 $ 519.7 Total liabilities $ 874.0 $ 662.8 $ 649.3 $ 659.1 $ 749.5 30 (1) Financial data for the year ended December 31, 2025 includes the results of the Generis Group since its acquisition on August 8, 2025, This is Beyond since its acquisition on May 2, 2025 and Insurtech since its acquisition on March 13, 2025.
As of December 31, 2020, total debt of $525.4 million consisted of $521.0 million of term loan borrowings, net of unamortized deferred financing fees of $2.4 million and unamortized original issue discount of $2.0 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect. 33 Quarterly Results of Operations (Unaudited) The following table sets forth our unaudited quarterly consolidated statements of (loss) income and comprehensive (loss) income data for each of the eight quarterly periods ended December 31, 2024 and 2023.
As of December 31, 2021, total debt of $519.7 million consisted of $516.6 million of term loan borrowings, net of unamortized deferred financing fees of $1.7 million and unamortized original issue discount of $1.4 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect. 32 Quarterly Results of Operations (Unaudited) The following table sets forth our unaudited quarterly consolidated statements of (loss) income and comprehensive (loss) income data for each of the eight quarterly periods ended December 31, 2025 and 2024.
The goodwill impairments for the year ended December 31, 2021, represent a non-cash impairment charge of $7.2 million in connection with our annual October 31 testing of goodwill for impairment.
The goodwill impairments for the year ended December 31, 2021, represent a non-cash impairment charge of $7.2 million in connection with our annual October 31 testing of goodwill for impairment. No goodwill impairments were recorded for the years ended December 31, 2025, 2024 and 2023.
The accretion is reflected in the calculation of net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders. (7) As of December 31, 2024, total assets included goodwill of $573.8 million and intangible assets, net, of $155.9 million.
The accretion is reflected in the calculation of net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders. (7) As of December 31, 2025, total assets included goodwill of $783.6 million and intangible assets, net, of $181.4 million.
As of December 31, 2023, total assets included goodwill of $553.9 million and intangible assets, net, of $175.1 million. As of December 31, 2022, total assets included goodwill of $545.5 million and intangible assets, net, of $204.8 million. As of December 31, 2021, total assets included goodwill of $514.2 million and intangible assets, net, of $236.7 million.
As of December 31, 2024, total assets included goodwill of $573.8 million and intangible assets, net, of $155.9 million. As of December 31, 2023, total assets included goodwill of $553.9 million and intangible assets, net, of $175.1 million. As of December 31, 2022, total assets included goodwill of $545.5 million and intangible assets, net, of $204.8 million.
As of December 31, 2021, total debt of $519.7 million consisted of $516.6 million of term loan borrowings, net of unamortized deferred financing fees of $1.7 million and unamortized original issue discount of $1.4 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect.
As of December 31, 2021, total assets included goodwill of $514.2 million and intangible assets, net, of $236.7 million. 31 (8) As of December 31, 2025, total debt of $512.5 million consisted of $503.8 million of term loan borrowings, net of unamortized deferred financing fees of $2.0 million and unamortized original issue discount of $6.7 million, and no revolving borrowings outstanding under the Second Amended and Restated Senior Secured Credit Facilities as then in effect.
Financial data for the year ended December 31, 2021 includes the results of MJBiz since its acquisition on December 31, 2021 and Sue Bryce Education and the Portrait Masters since its acquisition on April 1, 2021.
Financial data for the year ended December 31, 2021 includes the results of MJBiz since its acquisition on December 31, 2021 and Sue Bryce Education and the Portrait Masters since its acquisition on April 1, 2021. (2) Selling, general and administrative expenses include certain expenses that are excluded to calculate Adjusted EBITDA (see below for the definition).
(2) Selling, general and administrative expenses for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 included expenses of $13.5 million, $10.5 million, a gain of $14.0 million, and expenses of $9.4 million and $7.0 million, respectively, in non-cash contingent consideration remeasurements, and acquisition-related transaction, transition and integration costs, including one-time severance, legal and advisory fees.
Such expenses are contingent consideration remeasurements, acquisition-related transaction, transition and integration costs, legal and advisory fees for 2025 ($62.2 million), 2024 ($13.5 million), 2023 ($10.5 million), 2022 (a gain of $14.0 million) and 2021 ($9.4 million). In addition, stock-based compensation expense for 2025 ($11.3 million), 2024 ($5.8 million), 2023 ($7.8 million), 2022 ($5.8 million) and 2021 ($10.4 million).
(5) Loss on extinguishment of debt for the year ended December 31, 2023 of $2.3 million was comprised of $2.1 million of original issuance discount (“OID”) related to the term loan borrowings under the Amended and Restated Senior Secured Credit Facilities as then in effect and $0.2 million of previously capitalized OID and debt issuance costs, allocated to lenders in the syndicate whose balances were extinguished in conjunction with the Term Loan Amendment as defined in Note 7, Debt , to the audited financial statements included elsewhere in this Annual Report on Form 10-K. 32 (6) During the year ended December 31, 2020, we received proceeds of $373.3 million, net of fees and expenses of $17.2 million, from the sale of redeemable convertible preferred stock to Onex in the Initial Private Placement (as defined below) and net proceeds of approximately $9.7 million pursuant to the Rights Offering.
(5) Loss on extinguishment of debt for the year ended December 31, 2023 of $2.3 million was comprised of $2.1 million of original issuance discount (“OID”) related to the term loan borrowings under the Previous Senior Secured Credit Facilities as then in effect and $0.2 million of previously capitalized OID and debt issuance costs, allocated to lenders in the syndicate whose balances were extinguished in conjunction with the Previous Extended Term Loan Facility Amendment.
Financial data for the year ended December 31, 2020 includes the results of PlumRiver since its acquisition on December 31, 2020 and EDspaces since its acquisition on December 21, 2020.
Financial data for the year ended December 31, 2024 includes the results of GRC and Glamping Americas since their acquisition on August 5, 2024, The Futurist since its acquisition on May 7, 2024 and Hotel Interactive since its acquisition on January 19, 2024.
Removed
Also included in selling, general and administrative expenses for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, were stock-based compensation expenses of $5.8 million, $7.8 million, $5.8 million, $10.4 million and $6.7 million, respectively.
Added
(6) During the year ended December 31, 2020, we received proceeds of $373.3 million, net of fees and expenses of $17.2 million, from the sale of redeemable convertible preferred stock to Onex in the Initial Private Placement (as defined below) and net proceeds of approximately $9.7 million pursuant to the Rights Offering.
Removed
The goodwill impairments for the year ended December 31, 2020, represent a non-cash impairment charge of $588.2 million in connection with the interim March 31, 2020 testing of goodwill for impairment and a non-cash impairment charge of $15.2 million for goodwill in connection with our annual October 31 testing of goodwill for impairment.
Removed
No intangible asset impairments were recorded for the year ended December 31, 2023.
Removed
As of December 31, 2020, total assets included goodwill of $404.3 million and intangible assets, net, of $275.0 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

140 edited+22 added−43 removed127 unchanged
Biggest changeYear Ended December 31, 2024 2023 Variance $ Variance % (dollars in millions) Statement of income and comprehensive income data: Revenues $ 398.8 $ 382.8 $ 16.0 4.2 % Other income, net 1.5 2.8 (1.3 ) (46.4 )% Cost of revenues 147.5 137.6 9.9 7.2 % Selling, general and administrative expenses (1) 170.4 168.3 2.1 1.2 % Depreciation and amortization expense 28.3 45.0 (16.7 ) (37.1 )% Intangible asset impairments (2) 7.3 — 7.3 100.0 % Operating income 46.8 34.7 12.1 34.9 % Interest expense 47.8 43.3 4.5 10.4 % Interest income 8.5 8.2 0.3 3.7 % Loss on extinguishment of debt — 2.3 (2.3 ) (100.0 )% Loss on disposal of fixed assets — 0.2 (0.2 ) (100.0 )% Income (loss) before income taxes 7.5 (2.9 ) 10.4 NM Provision for income taxes 5.3 5.3 — 0.0 % Net income (loss) and comprehensive income (loss) $ 2.2 $ (8.2 ) $ 10.4 NM Other financial data (unaudited): Adjusted EBITDA (3) $ 101.7 $ 97.8 $ 3.9 4.0 % Free Cash Flow (4) $ 37.0 $ 28.8 $ 8.2 28.5 % Organic revenue (5) $ 385.3 $ 364.0 $ 21.3 5.9 % 42 (1) Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 included expenses of $13.5 million and $10.5 million, respectively, in contingent consideration remeasurement adjustments, acquisition-related transaction, transition and integration costs, including legal, audit and advisory fees.
Biggest changeYear Ended December 31, 2025 2024 Variance $ Variance % (dollars in millions) Statement of income data: Revenues $ 463.4 $ 398.8 $ 64.6 16.2 % Other income, net — 1.5 (1.5 ) (100.0 )% Cost of revenues 168.7 147.5 21.2 14.4 % Selling, general and administrative expenses (1) 241.2 170.4 70.8 41.5 % Depreciation and amortization expense 31.0 28.3 2.7 9.5 % Intangible asset impairments (2) — 7.3 (7.3 ) (100.0 )% Operating income 22.5 46.8 (24.3 ) (51.9 )% Interest expense 48.8 47.8 1.0 2.1 % Interest income 4.6 8.5 (3.9 ) (45.9 )% Other income 0.1 — 0.1 NM (Loss) income before income taxes (21.6 ) 7.5 (29.1 ) NM Provision for income taxes 9.1 5.3 3.8 71.7 % Net (loss) income $ (30.7 ) $ 2.2 $ (32.9 ) NM Other financial data (unaudited): Adjusted EBITDA (3) $ 127.1 $ 101.7 $ 25.4 25.0 % Free Cash Flow (4) $ 34.3 $ 37.0 $ (2.7 ) (7.3 )% Organic revenue (5) $ 397.0 $ 392.6 $ 4.4 1.1 % (1) Selling, general and administrative expenses for the years ended December 31, 2025 and 2024 included expenses of $62.2 million and $13.5 million, respectively, in contingent consideration remeasurement adjustments, acquisition-related transaction, transition and integration costs, including legal, audit and advisory fees.
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.
We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.
Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP.
Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP.
Input assumptions including future cash flows, growth rates, attrition rates, royalty rates, discount rates, tax rates and tax amortization benefits are used in developing the present value of future cash flow projections are the basis of the fair value calculations.
Input assumptions including future cash flows, growth rates, attrition rates, royalty rates, discount rates, and tax amortization benefits are used in developing the present value of future cash flow projections are the basis of the fair value calculations.
The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category: • Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry. 38 • All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media platforms and services and e-commerce software solutions, but are not aggregated with the reportable segments.
The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category: • Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry. • All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media platforms and services and e-commerce software solutions, but are not aggregated with the reportable segments.
In addition to their respective revenues, these products complement our live events and provide us year-round channels of customer acquisition and development. Organic Growth Drivers We are primarily focused on generating organic growth by understanding and leveraging the drivers for increased exhibitor and attendee participation at trade shows and providing year-round services that provide incremental value to those customers.
In addition to their respective revenues, these products complement our live events and provide us year-round channels of customer acquisition and development. 34 Organic Growth Drivers We are primarily focused on generating organic growth by understanding and leveraging the drivers for increased exhibitor and attendee participation at trade shows and providing year-round services that provide incremental value to those customers.
The terms of the Amended and Restated Senior Secured Credit Facilities were similar to the terms of the Second Amended and Restated Senior Secured Credit Facilities described above, except that the interest rate applicable to the term loans under the Amended and Restated Senior Secured Credit Facilities was equal to, at the option of Emerald X, • the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or • an alternate base rate (“ABR”) plus 4.00% per annum.
The terms of the Previous Amended and Restated Senior Secured Credit Facilities were similar to the terms of the Second Amended and Restated Senior Secured Credit Facilities described above, except that the interest rate applicable to the term loans under the Previous Amended and Restated Senior Secured Credit Facilities was equal to, at the option of Emerald X, • the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or • an alternate base rate (“ABR”) plus 4.00% per annum.
Trends and Other Factors Affecting Our Business There are a number of existing and developing factors and trends which impact the performance of our business, and the comparability of our results from year to year and from quarter to quarter, including: 37 • Market Fragmentation — The trade show industry is highly fragmented, with the four largest companies, including Emerald, comprising only 8% of the wider U.S. market according to the International Globex Report 2023.
Trends and Other Factors Affecting Our Business There are a number of existing and developing factors and trends which impact the performance of our business, and the comparability of our results from year to year and from quarter to quarter, including: • Market Fragmentation — The trade show industry is highly fragmented, with the four largest companies, including Emerald, comprising only 8% of the wider U.S. market according to the International Globex Report 2023.
See “—Long-Term Debt”, “Risk Factors—Risks Relating to Ownership of Our Common Stock—Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries” and “Risk Factors—Risks Relating to Ownership of Our Common Stock—We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.” 49 Prior to its mandatory conversion on May 2, 2024, each share of our outstanding redeemable convertible preferred stock accumulated dividends at a rate per annum equal to 7% of the accreted liquidation preference, which compounded quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at our option, was to be paid either in cash or by adding to the accreted liquidation preference.
See “—Long-Term Debt”, “Risk Factors—Risks Relating to Ownership of Our Common Stock—Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries” and “Risk Factors—Risks Relating to Ownership of Our Common Stock—We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.” 48 Prior to its mandatory conversion on May 2, 2024, each share of our outstanding redeemable convertible preferred stock accumulated dividends at a rate per annum equal to 7% of the accreted liquidation preference, which compounded quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at our option, was to be paid either in cash or by adding to the accreted liquidation preference.
Based on our return to positive operating cash flows and current cash position, as well as revolving commitments available to us under the Second Amended and Restated Senior Secured Credit Facilities, we believe that our current financial resources will be sufficient to fund the Company's liquidity requirements for the next twelve months.
Based on our positive operating cash flows and current cash position, as well as revolving commitments available to us under the Second Amended and Restated Senior Secured Credit Facilities, we believe that our current financial resources will be sufficient to fund the Company's liquidity requirements for the next twelve months.
The transaction price for these contracts is measured on the standalone selling price of the booth space, sponsorship or advertising promised to the customer, unless there is no standalone selling price, in which case the non-cash consideration received is based on management’s estimated fair value.
The transaction price for these contracts is measured on the standalone selling price of the booth space, sponsorship or advertising promised to the customer, unless there is no standalone selling price, in which case the non-cash consideration received is based on estimated fair value.
Also, Free Cash Flow is not necessarily comparable to similarly titled measures used by other companies. The most directly comparable GAAP measure to Free Cash Flow is net cash provided by operating activities.
Also, Free Cash Flow is not necessarily comparable to similarly titled measures used by other companies. 39 The most directly comparable GAAP measure to Free Cash Flow is net cash provided by operating activities.
Revenues from barter transactions are recognized during the period in which the advertisements are run or when an event stages and are included in consolidated revenues in the consolidated statements of (loss) income and comprehensive (loss) income.
Revenues from barter transactions are recognized during the period in which the advertisements are run or when an event stages and are included in consolidated revenues in the consolidated statements of (loss) income.
Risk Factors” section of this filing for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by any forward-looking statements contained in the following discussion and analysis. This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Risk Factors” section of this filing for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by any forward-looking statements contained in the following discussion and analysis. This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
As a result of our annual impairment assessment as of October 31, 2024, we recorded a non-cash impairment charge of $1.0 million, which included non-cash impairment charges of $0.4 million and $0.6 million for certain definite-lived and indefinite-lived trade name intangible assets, respectively. There were no intangible asset impairment charges recorded during the year ended December 31, 2023.
As a result of our annual impairment assessment as of October 31, 2024, we recorded a non-cash impairment charge of $1.0 million, which included non-cash impairment charges of $0.4 million and $0.6 million for certain definite-lived and indefinite-lived trade name intangible assets, respectively. There were no intangible asset impairment charges recorded during the year ended December 31, 2025.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Events of default under the Second Amended and Restated Senior Secured Credit Facilities include, among others and subject to certain customary exceptions and limitations, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstayed judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. 53 Previous Amended and Restated Senior Secured Credit Facilities Prior to the completion of the 2025 Refinancing Transactions described above, Emerald X was a party to a senior secured credit facility (the “Amended and Restated Senior Secured Credit Facilities”) entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent.
Events of default under the Second Amended and Restated Senior Secured Credit Facilities include, among others and subject to certain customary exceptions and limitations, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstayed judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. 52 Previous Amended and Restated Senior Secured Credit Facilities Prior to the completion of the 2025 Refinancing Transactions described above, Emerald X was a party to a senior secured credit facility (the “Previous Amended and Restated Senior Secured Credit Facilities”) entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent.
As of December 31, 2024, we were in compliance with the terms of the Amended and Restated Senior Secured Credit Facilities.
As of December 31, 2024, we were in compliance with the terms of the Previous Amended and Restated Senior Secured Credit Facilities.
In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding in our consolidated balance sheets. Contractual Obligations and Commercial Commitments The table below summarizes our contractual obligations as of December 31, 2024.
In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding in our consolidated balance sheets. Contractual Obligations and Commercial Commitments The table below summarizes our contractual obligations as of December 31, 2025.
The discount rate and long-term growth rate used to determine the fair value of the reporting unit, which exceeded carrying value by less than 50%, were 11.3% and 3.0%, respectively. Changes in these assumptions would have a significant impact on the valuation model.
The discount rate and long-term growth rate used to determine the fair value of the reporting unit, which exceeded carrying value by less than 17%, were 11.0% and 3.0%, respectively. Changes in these assumptions would have a significant impact on the valuation model.
These policies also include a terrorism endorsement covering an act of terrorism and/or threat of terrorism directed at the insured event or within the United States or its territories. The aggregate limit for our renewed 2024 primary event cancellation insurance policy is $100.0 million.
These policies also include a terrorism endorsement covering an act of terrorism and/or threat of terrorism directed at the insured event or within the United States or its territories. The aggregate limit for our renewed 2026 primary event cancellation insurance policy is $100.0 million.
Other trade show revenue streams include conferences, sponsorships, ancillary exhibition fees and attendee registration fees. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Fees are typically invoiced and collected in full prior to the trade show or event.
Other trade show revenue streams include conferences, sponsorships, digital services, ancillary exhibition fees and attendee registration fees. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Fees are typically invoiced and collected in full prior to the trade show or event.
We conduct our long-lived asset impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows.
We conduct our definite-lived asset impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows.
These agreements are not unilaterally cancellable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. (2) Represents principal obligations with respect to term loan borrowings under the Amended and Restated Senior Secured Credit Facilities as in effect on December 31, 2024.
These agreements are not unilaterally cancellable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. (2) Represents principal obligations with respect to term loan borrowings under the Second Amended and Restated Senior Secured Credit Facilities as in effect on December 31, 2025.
Impairment of Long-Lived Assets We review long-lived assets, including tangible assets and other intangible assets with definitive lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Impairment of Definite-Lived Assets We review definite-lived assets, including tangible assets and other intangible assets with definitive lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Costs of other marketing services represented 6%, 5%, and 6% of our total cost of revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively, and 2% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022. • Other Event-Related Expenses .
Costs of other marketing services represented 6%, 6%, and 5% of our total cost of revenues for each of the years ended December 31, 2025, 2024 and 2023, respectively, and 2% of our total revenues for each of the years ended December 31, 2025, 2024 and 2023. • Other Event-Related Expenses .
Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. 2024 Estimated Useful Life Weighted Average Customer relationship intangibles 2-10 years 7 years Definite-lived trade names 3-30 years 21 years Acquired technology 3-7 years 6 years Acquired content 5.5-7 years 6 years Computer software 3-5 years 4 years With respect to business acquisitions, the fair values of acquired definite-lived intangibles are estimated using the income approach.
Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. 2025 Estimated Useful Life Weighted Average Customer relationship intangibles 2-10 years 7 years Definite-lived trade names 3-30 years 19 years Acquired technology 3-7 years 6 years Acquired content 5.5-7 years 6 years Computer software 3-5 years 4 years With respect to business acquisitions, the fair values of acquired definite-lived intangibles are estimated using the income approach.
For a reconciliation of Adjusted EBITDA to net income (loss), see Footnote 3 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.” Results of Operations Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 The tables in this section summarize key components of our results of operations for the periods indicated.
For a reconciliation of Adjusted EBITDA to net income (loss), see Footnote 3 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024.” 40 Results of Operations Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 The tables in this section summarize key components of our results of operations for the periods indicated.
For a reconciliation of Free Cash Flow to net cash provided by operating activities, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.” 41 Adjusted EBITDA Adjusted EBITDA is a key measure of our performance.
For a reconciliation of Free Cash Flow to net cash provided by operating activities, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024.” Adjusted EBITDA Adjusted EBITDA is a key measure of our performance.
(3) Represents principal obligations with respect to revolving loan borrowings under the Amended and Restated Senior Secured Credit Facilities as in effect on December 31, 2024. (4) We have entered into certain operating leases for real estate facilities.
(3) Represents principal obligations with respect to revolving loan borrowings under the Second Amended and Restated Senior Secured Credit Facilities as in effect on December 31, 2025. (4) We have entered into certain operating leases for real estate facilities.
See Note 15, Income Taxes , in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 59
See Note 15, Income Taxes , in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 57
Rates and Fees Term Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald X’s option, either: • a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one month Term SOFR plus 1.00%; in each case plus 2.75%, or • Term SOFR plus 3.75%. 52 Revolving Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald ’s option, either: • a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one month Term SOFR plus 1.00%; in each case plus 1.25%, or • Term SOFR plus 2.25%; in each case of any Revolving Loans, subject to one step-up of 0.25% if the Total First Lien Net Leverage Ratio (as defined in the Second Amended and Restated Senior Secured Credit Facilities) exceeds 2.50 to 1.00 and one additional step-up of 0.25% if the Total First Lien Net Leverage Ratio exceeds 2.75 to 1.00.
Revolving Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald ’s option, either: • a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one month Term SOFR plus 1.00%; in each case plus 1.25%, or 51 • Term SOFR plus 2.25%; in each case of any Revolving Loans, subject to one step-up of 0.25% if the Total First Lien Net Leverage Ratio (as defined in the Second Amended and Restated Senior Secured Credit Facilities) exceeds 2.50 to 1.00 and one additional step-up of 0.25% if the Total First Lien Net Leverage Ratio exceeds 2.75 to 1.00.
We define Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue adjustment and (viii) other items that we believe are not part of our core operations.
We define Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation and (vii) other items that we believe are not part of our core operations.
Trade show and other events generated approximately 89%, 89% and 87% of revenues for the years ended December 31, 2024, 2023 and 2022, respectively. Content Revenues from the Company’s Content category primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector as well as custom content agency revenues.
Trade show and other events generated approximately 91%, 89% and 89% of revenues for the years ended December 31, 2025, 2024 and 2023, respectively. Content Revenues from the Company’s Content category primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector as well as custom content agency revenues.
Holding all other assumptions constant, a hypothetical 100 basis point decrease in the long-term growth rate assumption would decrease the fair value of the reporting unit by approximately 7.3%, which would not result in a hypothetical impairment charge.
Holding all other assumptions constant, a hypothetical 100 basis point decrease in the long-term growth rate assumption would decrease the fair value of the reporting unit by approximately 6.6%, which would not result in a hypothetical impairment charge.
For a discussion of our presentation of Free Cash Flow, see Footnote 5 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.” Off-Balance Sheet Commitments We are not party to, and do not typically enter into any, off-balance sheet arrangements.
For a discussion of our presentation of Free Cash Flow, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024.” Off-Balance Sheet Commitments We are not party to, and do not typically enter into any, off-balance sheet arrangements.
The Amended and Restated Senior Secured Credit Facilities provided for a term loan facility (the “Extended Term Loan Facility”) in the amount of approximately $415.3 million, maturing on May 22, 2026, and a $110.0 million revolving credit facility.
The Amended and Restated Senior Secured Credit Facilities provided for a term loan facility (the “Previous Extended Term Loan Facility”) in the amount of approximately $415.3 million, maturing on May 22, 2026, and a $110.0 million revolving credit facility.
The fair values of the respective reporting units were determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense long-term growth assumptions ranging from 1.5% growth to 3.0% growth, at a discount rate ranging from 10.6% to 11.8%.
The fair values of the respective reporting units were determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense long-term growth assumptions ranging from 1.5% growth to 3.0% growth, at a discount rate ranging from 9.5% to 11.0%.
Year Ended December 31, 2024 2023 (unaudited) (dollars in millions) Net Cash Provided by Operating Activities $ 46.8 $ 40.3 Less: Capital expenditures 9.8 11.5 Free Cash Flow $ 37.0 $ 28.8 (5) In addition to revenues presented in accordance with GAAP, we present Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy.
Year Ended December 31, 2025 2024 (unaudited) (dollars in millions) Net Cash Provided by Operating Activities $ 42.6 $ 46.8 Less: Capital expenditures 8.3 9.8 Free Cash Flow $ 34.3 $ 37.0 (5) In addition to revenues presented in accordance with GAAP, we present Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy.
Accordingly, a relatively small change in the underlying assumptions, including if the financial performance of the reporting unit does not meet expectations in future years or a decline occurs in the market price of our publicly traded stock, may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill, for which the carrying amount is $573.8 million as of December 31, 2024.
Accordingly, a relatively small change in the underlying assumptions, including if the financial performance of the reporting unit does not meet expectations in future years or a decline occurs in the market price of our publicly traded stock, may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill, for which the carrying amount is $783.6 million as of December 31, 2025.
These agreements are not unilaterally cancellable by us, are legally enforceable and specify fixed or minimum amounts of rents payable at fixed or minimum prices. 54 (5) Represents interest expense on term loan borrowings under the Amended and Restated Senior Secured Credit Facilities using the interest rates in effect at December 31, 2024.
These agreements are not unilaterally cancellable by us, are legally enforceable and specify fixed or minimum amounts of rents payable at fixed or minimum prices. 53 (5) Represents interest expense on term loan borrowings under the Second Amended and Restated Senior Secured Credit Facilities using the interest rates in effect at December 31, 2025.
For more information regarding the Amended and Restated Senior Secured Credit Facilities as in effect for the periods covered by this Management’s Discussion and Analysis, see Note 7, Debt , to the audited financial statements included elsewhere in this Annual Report on Form 10-K.
For more information regarding the credit facilities as in effect for the periods covered by this Management’s Discussion and Analysis, see Note 7, Debt , to the audited financial statements included elsewhere in this Annual Report on Form 10-K.
Venue costs represented 10%, 12%, and 11% of our total cost of revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and 4% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022. • Costs of Other Marketing Services .
Venue costs represented 10%, 10%, and 12% of our total cost of revenues for the years ended December 31, 2025, 2024 and 2023, respectively, and 4% of our total revenues for each of the years ended December 31, 2025, 2024 and 2023. • Costs of Other Marketing Services .
On October 29, 2024, our Board approved the extension and expansion of the share repurchase program, which allows for the repurchase of $25.0 million of our Common Stock through December 31, 2025, subject to early termination or extension by the Board. The share repurchase program may be suspended or discontinued at any time without notice.
The share repurchase program may be suspended or discontinued at any time without notice. On October 30, 2025, our Board approved the further extension and expansion of the share repurchase program, which allows for the repurchase of $25.0 million of our Common Stock through December 31, 2026, subject to early termination or extension by the Board.
Barter transaction costs totaled $18.8 million, $7.0 million and $1.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Business Combinations Upon acquisition of a new business, management prepares a purchase price allocation to record the acquired entity’s tangible and intangible assets and liabilities.
Barter transaction costs totaled $26.0 million, $18.8 million and $7.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Business Combinations Upon acquisition of a new business, management prepares a purchase price allocation to record the acquired entity’s tangible and intangible assets and liabilities.
Other event-related expenses represented 33%, 35%, and 27% of our total cost of revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and 12%, 13%, and 10% of our total revenues for the year ended December 31, 2024, 2023 and 2022, respectively. Selling, General and Administrative Expenses • Labor Costs.
Other event-related expenses represented 28%, 33%, and 35% of our total cost of revenues for the years ended December 31, 2025, 2024 and 2023, respectively, and 10%, 12%, and 13% of our total revenues for the year ended December 31, 2025, 2024 and 2023, respectively. Selling, General and Administrative Expenses • Labor Costs.
Holding all other assumptions constant, a hypothetical 100 basis point increase in the discount rate assumption would decrease the fair value of the reporting unit by approximately 12.8%, which would not result in a hypothetical impairment charge.
Holding all other assumptions constant, a hypothetical 100 basis point increase in the discount rate assumption would decrease the fair value of the reporting unit by approximately 10.7%, which would not result in a hypothetical impairment charge.
See “Connections Segment–Revenues,” and “All Other Category–Revenues” below for a discussion of the factors contributing to the changes in total revenues . Other Income, net Total other income, net of $1.5 million for the year ended December 31, 2024 decreased $1.3 million, from $2.8 million for the year ended December 31, 2023.
See “Connections Segment–Revenues,” and “All Other Category–Revenues” below for a discussion of the factors contributing to the changes in total revenues . Other Income, net Total other income, net for the year ended December 31, 2025 decreased $1.5 million, from $1.5 million for the year ended December 31, 2024.
Barter transaction costs are recorded upon receipt and usage of the advertising and services, as applicable, and are reflected as cost of revenues in the consolidated statements of (loss) income and comprehensive (loss) income. For the years ended December 31, 2024, 2023 and 2022, the Company recognized barter revenues of $18.8 million, $7.0 million and $1.2 million, respectively.
Barter transaction costs are recorded upon receipt and usage of the advertising and services, as applicable, and are reflected as cost of revenues in the consolidated statements of (loss) income. For the years ended December 31, 2025, 2024 and 2023, the Company recognized barter revenues of $26.0 million, $18.8 million and $7.0 million, respectively.
Decorating expenses represented 16%, 19%, and 17% of our total cost of revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and 6%, 7%, and 6% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively. • Sponsorship Costs.
Decorating expenses represented 15%, 16%, and 19% of our total cost of revenues for the years ended December 31, 2025, 2024 and 2023, respectively, and 6%, 6%, and 7% of our total revenues for each of the years ended December 31, 2025, 2024 and 2023, respectively. • Sponsorship Costs.
Content category revenues generated approximately 6%, 6% and 8% of revenues for the years ended December 31, 2024, 2023 and 2022, respectively. 55 Commerce Revenues from the Commerce category primarily consist of sales from the Company’s software-as-a-service Elastic Suite platform. Revenue consists of subscription revenue, implementation fees and professional services.
Content category revenues generated approximately 4%, 6% and 6% of revenues for the years ended December 31, 2025, 2024 and 2023, respectively. 54 Commerce Revenues from the Commerce category primarily consist of sales from the Company’s software-as-a-service Elastic Suite platform. Revenue consists of subscription revenue, implementation fees and professional services.
We have also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2024 and Surf Expo Summer 2024 shows, with a coverage limit of approximately $7.6 million and $7.8 million, respectively. 50 During the first quarter of fiscal year 2024, we received business interruption insurance proceeds of $1.0 million from our insurance carrier.
We have also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2026 and Surf Expo Summer 2026 shows, with a coverage limit of approximately $9.1 million and $8.4 million, respectively. 49 During the first quarter of fiscal year 2024, we received business interruption insurance proceeds of $1.0 million from our insurance carrier.
(“ Emerald X”) entered into the Second Amended and Restated Senior Secured Credit Facilities with a syndicate of lenders and Bank of America, N.A., as administrative agent, providing for (i) a seven-year $515.0 million Second Amended and Restated Term Loan Facility, scheduled to mature on January 30, 2032 and (ii) a $110.0 million Second Amended and Restated Revolving Credit Facility, scheduled to mature on January 30, 2030.
(“ Emerald X”) entered into new senior secured credit facilities (the “the Second Amended and Restated Senior Secured Credit Facilities”) with a syndicate of lenders and Bank of America, N.A., as administrative agent, providing for (i) a seven-year $515.0 million senior secured term loan facility (the “Second Amended and Restated Term Loan Facility”), scheduled to mature on January 30, 2032 and (ii) a $110.0 million senior secured revolving credit facility (the “Second Amended and Restated Revolving Credit Facility”), scheduled to mature on January 30, 2030 (the “2025 Refinancing Transactions”).
Glamping Americas produces the only glamping industry event in the Americas. • GRC World Forums Limited (“GRC”) — On August 5, 2024, we acquired GRC. GRC produces in-person events and livestream experiences in the governance, risk management and compliance business sectors.
Glamping Americas produces the only glamping industry event in the Americas. • GRC World Forums Limited (“GRC”) — On August 5, 2024, we acquired GRC. GRC produces in-person events and livestream experiences in the governance, risk management and compliance business sectors. • Insurtech Insights Limited (“Insurtech”) — On March 13, 2025, we acquired Insurtech.
Also included in selling, general and administrative expenses for each of the years ended December 31, 2024 and 2023 were stock-based compensation expenses of $5.8 million and $7.8 million, respectively.
Also included in selling, general and administrative expenses for each of the years ended December 31, 2025 and 2024 were stock-based compensation expenses of $11.3 million and $5.8 million, respectively.
On May 2, 2024 (the Conversion Date), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date, in accordance with the terms of the conversion feature as described in more detail below.
On May 2, 2024 (the “Conversion Date”), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date, in accordance with the terms of the conversion feature.
Labor costs represented 64%, 64%, and 72% of our total selling, general and administrative expenses for the years ended December 31, 2024, 2023 and 2022, respectively, and 27%, 28%, and 32% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively. • Miscellaneous Expenses .
Labor costs represented 50%, 64%, and 64% of our total selling, general and administrative expenses for the years ended December 31, 2025, 2024 and 2023, respectively, and 26%, 27%, and 28% of our total revenues for each of the years ended December 31, 2025, 2024 and 2023, respectively. • Miscellaneous Expenses .
Of the $1.5 million of other income, net, for the Connections reportable segment for the year ended December 31, 2024, $1.0 million was received during the year and $0.5 million was in the first quarter of fiscal year 2025.
Other Income, net Other income, net of $1.5 million was recorded for the Connections reportable segment related to business interruption insurance proceeds during the year ended December 31, 2024. Of the $1.5 million of other income, net, $1.0 million was received during the year ended December 31, 2024 and $0.5 million was in the first quarter of fiscal year 2025.
We define Adjusted EBITDA as net income (loss) before (i) interest expense, net, (ii) provision for income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) loss on extinguishment of debt and (viii) other items that we believe are not part of our core operations.
Also, Adjusted EBITDA is not necessarily comparable to similarly titled measures presented by other companies. 41 We define Adjusted EBITDA as net income (loss) before (i) interest expense, net, (ii) provision for income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) loss on extinguishment of debt and (viii) other items that we believe are not part of our core operations.
Share Repurchases On November 3, 2023, our Board approved a further extension and expansion of our previously authorized $20 million share repurchase program, which allows for the repurchase of $25.0 million of our common stock through December 31, 2024, subject to early termination or extension by the Board.
Share Repurchases On October 29, 2024, our Board approved a further extension and expansion of our previously authorized $25.0 million share repurchase program, which allowed for the repurchase of $25.0 million of our Common Stock through December 31, 2025, subject to early termination or extension by the Board.
Redeemable Preferred Stock Mandatory Conversion of Preferred Stock On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock, including Onex-related entities, that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock.
The Generis Group is a Canada-based organizer of B2B executive summits. 35 Redeemable Preferred Stock Mandatory Conversion of Preferred Stock On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock, including Onex-related entities, that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock.
Additionally, we received payments of $0.5 million from our insurance carrier to recover the lost revenues, net of costs saved, of a trade show cancelled due to weather during the year ended December 31, 2024, and we concluded that the receipt of $0.5 million of additional insurance proceeds was realizable as of December 31, 2024.
Additionally, we received during the first quarter of 2025 certain payments of $0.5 million from our insurance carrier to recover the lost revenues, net of costs saved, of a trade show cancelled due to weather during the year ended December 31, 2024, the receipt of which we had concluded was realizable as of December 31, 2024.
Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing our annual impairment analysis as of October 31, 2024, the fair values of the reporting units which were not impaired exceeded their carrying values by amounts ranging from 41.0% to 234.9%.
Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing our annual impairment analysis as of October 31, 2025, the fair values of the reporting units which were not impaired exceeded their carrying values by amounts ranging from 16.8% to 208.2%.
See “Corporate–Interest Income” below for a discussion of the factors contributing to the changes in total interest income. Adjusted EBITDA Total Adjusted EBITDA of $101.7 million for the year ended December 31, 2024 increased $3.9 million, or 4.0%, from $97.8 million for the year ended December 31, 2023.
See “Corporate–Interest Income” below for a discussion of the factors contributing to the changes in total interest income. Adjusted EBITDA Total Adjusted EBITDA of $127.1 million for the year ended December 31, 2025 increased $25.4 million, or 25.0%, from $101.7 million for the year ended December 31, 2024.
Intangible Asset Impairments In connection with the identification of an interim impairment trigger during the third quarter of 2024 as described above, we recorded non-cash impairment charges of $6.3 million for certain indefinite-lived trade name intangible assets under the Connections reportable segment.
The increase was due to the amortization of intangible assets acquired with the fiscal year 2025 acquisitions. 45 Intangible Asset Impairments In connection with the identification of an interim impairment trigger during the third quarter of 2024 as described above, we recorded non-cash impairment charges of $6.3 million for certain indefinite-lived trade name intangible assets under the Connections reportable segment.
Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations. We repurchased an aggregate of 2,815,473 shares of common stock for $13.8 million under the share repurchase program during the year ended December 31, 2024.
Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations. We repurchased an aggregate of 4,058,604 shares of common stock for $17.5 million under the share repurchase program during the year ended December 31, 2025.
All Other Category Year Ended December 31, 2024 2023 Variance $ Variance % (dollars in millions) Revenues $ 43.7 $ 42.6 $ 1.1 2.6 % Cost of revenues 10.9 9.6 1.3 13.5 % Selling, general and administrative expenses 26.7 29.4 (2.7 ) (9.2 )% Depreciation and amortization expense 8.1 7.2 0.9 12.5 % Operating loss $ (2.0 ) $ (3.6 ) $ 1.6 (44.4 )% Revenues During the year ended December 31, 2024, revenue attributable to the All Other category of $43.7 million increased by $1.1 million, or 2.6%, from $42.6 million for the year ended December 31, 2023.
All Other Category Year Ended December 31, 2025 2024 Variance $ Variance % (dollars in millions) Revenues $ 40.3 $ 43.7 $ (3.4 ) (7.8 )% Cost of revenues 10.4 10.9 (0.5 ) (4.6 )% Selling, general and administrative expenses 22.7 26.7 (4.0 ) (15.0 )% Depreciation and amortization expense 9.6 8.1 1.5 18.5 % Operating loss $ (2.4 ) $ (2.0 ) $ (0.4 ) 20.0 % Revenues During the year ended December 31, 2025, revenue attributable to the All Other category of $40.3 million decreased by $3.4 million, or 7.8%, from $43.7 million for the year ended December 31, 2024.
Sponsorship costs represented 13% of our total cost of revenues for each of the years ended December 31, 2024, 2023 and 2022, and 5% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022. • Venue Costs .
Sponsorship costs represented 12%, 13%, and 13% of our total cost of revenues for the years ended December 31, 2025, 2024 and 2023, respectively, and 4%, 5%, and 5% of our total revenues for the years ended December 31, 2025, 2024 and 2023, respectively. • Venue Costs .
The decrease in selling, general and administrative expense was primarily driven by lower salary and benefits and promotional expenses. Depreciation and Amortization Expense Depreciation and amortization expense for the All Other category of $8.1 million for the year ended December 31, 2024 increased $0.9 million, or 12.5%, from $7.2 million for the year ended December 31, 2023.
The decrease in selling, general and administrative expense was primarily driven by lower salary and benefits and contractual labor expenses. Depreciation and Amortization Expense Depreciation and amortization expense for the All Other category of $9.6 million for the year ended December 31, 2025 increased $1.5 million, or 18.5%, from $8.1 million for the year ended December 31, 2024.
We would also be required to reduce the carrying amounts of the related assets on our balance sheet. 56 Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, including forecasted revenues, EBITDA margins, discount rates, debt free net working capital, capital expenditures and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors.
Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, including forecasted revenues, EBITDA margins, discount rates, debt free net working capital, capital expenditures and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors.
The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of (loss) income and comprehensive (loss) income as an adjustment to income tax expense in the period that includes the enactment date.
The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of (loss) income as an adjustment to income tax expense in the period that includes the enactment date. The Company accounts for the tax effects of global intangible low tax income as a current period expense.
See “Connections Segment–Other Income, net” below for a discussion of the factors contributing to the changes in total other income, net . Cost of Revenues Total cost of revenues of $147.5 million for fiscal 2024 increased by $9.9 million, or 7.2%, from $137.6 million for fiscal 2023.
See “Connections Segment–Other Income, net” below for a discussion of the factors contributing to the changes in total other income, net . 43 Cost of Revenues Total cost of revenues of $168.7 million for fiscal 2025 increased by $21.2 million, or 14.4%, from $147.5 million for fiscal 2024.
For a discussion of our presentation of Adjusted EBITDA, see Footnote 3 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.” Connections Segment Year Ended December 31, 2024 2023 Variance $ Variance % (dollars in millions) Revenues $ 355.1 $ 340.2 $ 14.9 4.4 % Other income, net 1.5 2.8 (1.3 ) (46.4 )% Cost of revenues 136.6 128.0 8.6 6.7 % Selling, general and administrative expenses 78.0 79.4 (1.4 ) (1.8 )% Depreciation and amortization expense 17.0 34.8 (17.8 ) (51.1 )% Intangible asset impairments 7.3 — 7.3 NM Operating income $ 117.7 $ 100.8 $ 16.9 16.8 % Revenues During the year ended December 31, 2024, revenues for the Connections reportable segment of $355.1 million increased by $14.9 million, or 4.4% from $340.2 million for the year ended December 31, 2023.
For a discussion of our presentation of Adjusted EBITDA, see Footnote 3 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024.” 44 Connections Segment Year Ended December 31, 2025 2024 Variance $ Variance % (dollars in millions) Revenues $ 423.1 $ 355.1 $ 68.0 19.1 % Other income, net — 1.5 (1.5 ) NM Cost of revenues 158.3 136.6 21.7 15.9 % Selling, general and administrative expenses 94.8 78.0 16.8 21.5 % Depreciation and amortization expense 18.3 17.0 1.3 7.6 % Intangible asset impairments — 7.3 (7.3 ) NM Operating income $ 151.7 $ 117.7 $ 34.0 28.9 % Revenues During the year ended December 31, 2025, revenues for the Connections reportable segment of $423.1 million increased by $68.0 million, or 19.1% from $355.1 million for the year ended December 31, 2024.
There is no minimum number of shares that we are required to repurchase. Shares may be purchased from time to time in the open market, including pursuant to one or more Rule 10b5-1 purchase plans that we may enter into from time to time, or in privately negotiated transactions.
Shares may be purchased from time to time in the open market, including pursuant to one or more Rule 10b5-1 purchase plans that we may enter into from time to time, or in privately negotiated transactions.
See “Corporate–Interest Expense” below for a discussion of the factors contributing to the changes in total interest expense . 45 Interest Income Total interest income of $8.5 million for the year ended December 31, 2024 increased $0.3 million, or 3.7%, from $8.2 million for the year ended December 31, 2023.
See “Corporate–Interest Expense” below for a discussion of the factors contributing to the changes in total interest expense . Interest Income Total interest income of $4.6 million for the year ended December 31, 2025 decreased $3.9 million, or 45.9%, from $8.5 million for the year ended December 31, 2024.
Free Cash Flow Free Cash Flow of $37.0 million for the year ended December 31, 2024 increased $8.2 million, from $28.8 million for the year ended December 31, 2023. Free Cash Flow is a financial measure that is not calculated in accordance with GAAP.
Free Cash Flow Free Cash Flow of $34.3 million for the year ended December 31, 2025 decreased $2.7 million, from $37.0 million for the year ended December 31, 2024. Free Cash Flow is a financial measure that is not calculated in accordance with GAAP.
The goodwill recorded reflects the future cash flow expectations for the acquired businesses’ market positions in their respective industries, synergies and assembled workforce. The fair values of acquired customer-relationship intangibles are estimated using a discounted cash flow analysis. The significant assumptions used in the discounted cash flow analysis include future cash flows, growth rates, discount rates, and tax rates.
The goodwill recorded reflects the future cash flow expectations for the acquired businesses’ market positions in their respective industries, synergies and assembled workforce. The fair values of acquired customer-relationship and trade name intangibles are estimated using a discounted cash flow analysis.
As of December 31, 2024, we had $402.7 million of term loan borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect, which was recorded net of unamortized discount of $5.6 million, and net of unamortized deferred financing fees of $0.9 million.
As of December 31, 2025, we had $503.8 million of term loan borrowings outstanding under the Second Amended and Restated Senior Secured Credit Facilities, which was recorded net of unamortized discount of $6.7 million, and net of unamortized deferred financing fees of $2.0 million.
On October 29, 2024, the Company’s board of directors declared a dividend for the quarter ending December 31, 2024 of $0.015 per share payable to holders of record of our common stock.
The Company’s board of directors declared a dividend of $0.015 per share for each subsequent quarter through December 31, 2025 payable to holders of record of our common stock.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeHistorically, inflation has not had a material effect on our business, results of operations, cash flows or financial condition. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs.
Biggest changeHowever, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. While we have strategies to manage and offset these pressures, our inability or failure to do so could harm our business, results of operations and financial condition.
Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a $1.0 million increase in annual interest expense based on the amount of borrowings outstanding as of December 31, 2024.
Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a $1.3 million increase in annual interest expense based on the amount of borrowings outstanding as of December 31, 2025.
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. Market risk is the potential loss arising from adverse changes in market rates and prices. Our primary exposure to market risk is interest rate risk associated with our senior secured credit facilities as in effect from time to time.
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. Market risk is the potential loss arising from adverse changes in market rates and prices. Our primary exposures to market risk are interest rate risk associated with our Second Amended and Restated Senior Secured Credit Facilities and foreign currency risk.
Changes in inflation rates may also impact our financial statements and operating results in several areas. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate. We do not believe that inflation rates have had a material effect on our results of operations for the periods presented.
For example, changes in inflation rates influence interest rates, which in turn impact the fair value of our investments and yields on new investments. Changes in inflation rates may also impact our financial statements and operating results in several areas. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate.
However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods that could affect our business. 60
We do not believe that inflation rates have had a material effect on our results of operations for the periods presented. However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods that could affect our business. 58
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt” for further description of these credit facilities. As of December 31, 2024, we had $409.2 million of variable rate term loan borrowings outstanding and no variable rate revolving borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities as then in effect.
As of December 31, 2025, we had $512.5 million of variable rate term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities and no variable rate borrowings outstanding under our Second Amended and Restated Revolving Credit Facility.
Removed
While we have strategies to manage and offset these pressures, our inability or failure to do so could harm our business, results of operations and financial condition. For example, changes in inflation rates influence interest rates, which in turn impact the fair value of our investments and yields on new investments.
Added
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt” and Note 7, Debt , in the notes to the consolidated financial statements for further description of our Second Amended and Restated Senior Secured Credit Facilities.
Added
The Company has recently expanded its trade show footprint to encompass several international shows.
Added
We are exposed to foreign currency risk to the extent that we enter into transactions or collect revenue related to these international shows denominated in currencies other than the U.S. dollar, the reporting currency of the Company, as a result of exposure from fluctuating currency exchange rates.
Added
Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our net income (loss).
Added
Fluctuations in foreign currencies may impact the amount of total assets, liabilities, operating expenses and cash flows that we report for our foreign operations upon the translations of these amounts into U.S. dollar. Our largest exposure is currently the movement of the U.S. dollar relative to the U.K. Pound Sterling.
Added
In the future, in an effort to reduce foreign currency exchange risks, we may enter into financial derivative transactions, including hedging currency pairs. Historically, inflation has not had a material effect on our business, results of operations, cash flows or financial condition.

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